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GE Capital Credit Card Master Note Trust Series General Electric

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GE Capital Credit Card Master Note Trust Series General Electric Powered By Docstoc
					                                          Prospectus Supplement to Prospectus dated January 17, 2012

                               GE Capital Credit Card Master Note Trust
                                                                           Issuing Entity

                     RFS Holding, L.L.C.                                                                GE Capital Retail Bank
                                  Depositor                                                                               Sponsor

                                                       Series 2012-1 Asset Backed Notes(1)
                                                                  Class A Notes                                              Class B Notes(2)
      Principal amount                       $750,000,000                                               $94,637,224
      Interest rate                          1.03% per year                                             1.62% per year
      Interest payment dates                 monthly on the 15th, beginning March 15, 2012              monthly on the 15th, beginning March 15, 2012
      Expected principal payment date        January 2015 payment date                                  January 2015 payment date
      Final maturity date                    January 2018 payment date                                  January 2018 payment date
      Price to public                        $749,938,800 (or 99.99184%)                                $94,611,170 (or 99.97247%)
      Underwriting discount                  $1,875,000 (or 0.25%)                                      N/A
      Proceeds to issuing entity             $748,063,800 (or 99.74184%)                                $94,611,170 (or 99.97247%)

(1)   The issuing entity is also issuing Class C notes in the amount of $63,880,126. The Class C notes are not offered by this prospectus supplement and the
      accompanying prospectus and will initially be purchased by an affiliate of the depositor.
(2)   An affiliate of the depositor will purchase all of the Class B notes. No underwriting discount will be paid to the underwriters in respect of the Class B notes
      purchased by such affiliates.
     The Class A notes benefit from credit enhancement in the form of subordination of the Class B notes and the Class C notes
and a specified amount of excess collateral. The Class B notes benefit from credit enhancement in the form of subordination of the
Class C notes and a specified amount of excess collateral.
     The notes will be paid from the issuing entity’s assets consisting primarily of receivables in a portfolio of private label and
co-branded revolving credit card accounts owned by GE Capital Retail Bank.
      We expect to issue your series of notes in book-entry form on or about January 25, 2012.

     You should consider carefully the risk factors beginning on page S-12 in this prospectus supplement and page 1 in the
 prospectus.

     A note is not a deposit and neither the notes nor the underlying accounts or receivables are insured or guaranteed by the
 Federal Deposit Insurance Corporation or any other governmental agency. The notes are obligations of GE Capital Credit Card
 Master Note Trust only and are not obligations of RFS Holding, L.L.C., GE Capital Retail Bank, General Electric Capital
 Corporation, their respective affiliates or any other person. This prospectus supplement may be used to offer and sell the notes
 only if accompanied by the prospectus.

     Neither the Securities and Exchange Commission nor any state securities commission has approved these notes or
determined that this prospectus supplement or the prospectus is accurate or complete. Any representation to the contrary is
a criminal offense.
                                                              Underwriters of the Class A notes


BofA Merrill Lynch                                                                                                                                              RBS
J.P. Morgan

                              Mitsubishi UFJ Securities

                                                                                      TD Securities

                                                                                                                             Williams Capital Group, L.P.

                                                                         January 18, 2012
                                                                     TABLE OF CONTENTS

                                                                          Page                                                                                   Page

SUMMARY OF TERMS ............................................. S-1                       USE OF PROCEEDS ................................................. S-25
SERIES 2012-1............................................................. S-1           DESCRIPTION OF SERIES PROVISIONS ............. S-25
OFFERED NOTES....................................................... S-2                   General.................................................................. S-25
STRUCTURAL SUMMARY....................................... S-3                              Collateral Amount................................................. S-25
   Issuing Entity .......................................................... S-3           Allocation Percentages.......................................... S-26
   Collateral for the Notes ........................................... S-3                Interest Payments .................................................. S-26
   Addition of Assets to the Trust ............................... S-3                     Revolving Period; Source of Principal Payments . S-27
   Removal of Assets from the Trust .......................... S-4                         Controlled Accumulation Period .......................... S-27
   Other Series of Notes .............................................. S-4                Early Amortization Period .................................... S-28
   Equity Amount........................................................ S-4               Subordination........................................................ S-28
   Allocations of Collections and Losses .................... S-5                          Application of Finance Charge Collections .......... S-29
   Application of Finance Charge Collections ............ S-6                              Reallocation of Principal Collections ................... S-30
   Application of Principal Collections ....................... S-7                        Investor Charge-Offs ............................................ S-31
   Interest on the Notes ............................................... S-8               Sharing Provisions ................................................ S-31
   Credit Enhancement................................................ S-8                  Principal Accumulation Account .......................... S-32
   Early Amortization Events...................................... S-9                     Excess Collateral Amount..................................... S-32
   Events of Default .................................................... S-9              Reserve Account ................................................... S-33
   Optional Redemption ............................................ S-10                   Spread Account..................................................... S-34
   Servicing and Servicer’s Fee................................. S-10                      Spread Account Distributions ............................... S-34
   Tax Status.............................................................. S-10           Early Amortization Events.................................... S-35
   State Tax Consequences........................................ S-10                     Events of Default .................................................. S-36
   ERISA Considerations .......................................... S-11                    Servicing Compensation and
   Risk Factors .......................................................... S-11            Payment of Expenses ............................................ S-37
   Ratings .................................................................. S-11         Reports to Noteholders ......................................... S-37
   RFS Holding, L.L.C.............................................. S-11                 LEGAL PROCEEDINGS........................................... S-37
RISK FACTORS ........................................................ S-12               UNDERWRITING ..................................................... S-37
RECEIVABLES PERFORMANCE........................... S-14                                  EUROPEAN INVESTMENT RESTRICTIONS ....... S-39
   Delinquency and Loss Experience ........................ S-15                         LEGAL MATTERS ................................................... S-39
   Revenue Experience.............................................. S-17                 GLOSSARY OF TERMS FOR PROSPECTUS
COMPOSITION OF THE TRUST PORTFOLIO...... S-17                                            SUPPLEMENT .......................................................... S-40
REVIEW OF POOL ASSET DISCLOSURE............. S-21
                                                                                         ANNEX I - OTHER SERIES OF NOTES
COMPLIANCE WITH
                                                                                          ISSUED AND OUTSTANDING ........................ A-1-1
UNDERWRITING CRITERIA .................................. S-22
STATIC POOL INFORMATION .............................. S-23                              ANNEX II - MONTHLY NOTEHOLDER’S
MATURITY CONSIDERATIONS............................ S-23                                  STATEMENT GE CAPITAL CREDIT
   Controlled Accumulation Period........................... S-23                         CARD MASTER NOTE TRUST........................ A-2-1
   Early Amortization Period .................................... S-23
   Payment Rates....................................................... S-24




                                                                                     i
                              Important Notice about Information Presented in this
                            Prospectus Supplement and the Accompanying Prospectus

   We (RFS Holding, L.L.C.) provide information to you about the notes in two separate documents: (a) the
accompanying prospectus, which provides general information, some of which may not apply to your series of notes,
and (b) this prospectus supplement, which describes the specific terms of your series of notes.

    Whenever the information in this prospectus supplement is more specific than the information in the accompanying
prospectus, you should rely on the information in this prospectus supplement.

    You should rely only on the information provided in this prospectus supplement and the accompanying prospectus,
including the information incorporated by reference. We have not authorized anyone to provide you with different
information. We are not offering the notes in any state where the offer is not permitted.

    We include cross references in this prospectus supplement and the accompanying prospectus to captions in these
materials where you can find further related discussions. The preceding Table of Contents and the Table of Contents in
the accompanying prospectus provide the pages on which these captions are located.




                                                          ii
                                                         Summary of Terms

Issuing Entity:                                                            GE Capital Credit Card Master Note Trust
Depositor:                                                                 RFS Holding, L.L.C.
Sponsor:                                                                   GE Capital Retail Bank
Servicer and Administrator:                                                General Electric Capital Corporation
Indenture Trustee:                                                         Deutsche Bank Trust Company Americas
Owner Trustee:                                                             BNY Mellon Trust of Delaware
Expected Closing Date:                                                     On or about January 25, 2012
Commencement of Accumulation Period
(subject to adjustment):                                                   November 22, 2014
Expected Principal Payment Date:                                           January 2015 payment date
Final Maturity Date:                                                       January 2018 payment date
Clearance and Settlement:                                                  DTC/Clearstream/Euroclear
Denominations:                                                             The Class A notes will be issued in minimum
                                                                           denominations of $100,000 and in integral multiples
                                                                           of $1,000 and the Class B notes will be issued in
                                                                           minimum denominations of $100,000 and in integral
                                                                           multiples of $1.
Servicing Fee Rate:                                                        2% per year
Initial Collateral Amount:                                                 $946,372,240
Primary Assets of the Issuing Entity:                                      Receivables generated by a portfolio of private label
                                                                           and co-branded revolving credit card accounts owned
                                                                           by GE Capital Retail Bank
Offered Notes:                                                             The Class A notes and the Class B notes are offered
                                                                           by this prospectus supplement and the accompanying
                                                                           prospectus. The Class C notes will be purchased by
                                                                           an affiliate of the depositor and are not offered
                                                                           hereby.



                                                             Series 2012-1

                                                                         Amount                        % of Initial
Class                                                       (subject to increase or decrease)       Collateral Amount
Class A notes .............................................        $      750,000,000                     79.25%
Class B notes .............................................        $       94,637,224                     10.00%
Class C notes(1) ..........................................        $       63,880,126                      6.75%
Excess collateral amount...........................                $       37,854,890                      4.00%
Initial collateral amount.............................             $      946,372,240                     100.00%


(1)
      The Class C notes are not offered hereby.




                                                                    S-1
                                                     Offered Notes

                                                         Class A                                      Class B
Principal Amount:                         $750,000,000                               $94,637,224

Anticipated Ratings (1):                  We expect that the Class A notes will      We expect that the Class B notes will
                                          receive credit ratings from two            receive credit ratings from the Hired
                                          nationally recognized statistical rating   Agencies.
                                          organizations hired by the sponsor to
                                          rate the notes (the “Hired Agencies”).

Credit Enhancement:                       Subordination of Class B and Class C       Subordination of Class C and excess
                                          and excess collateral amount               collateral amount

Interest Rate:                            1.03% per year                             1.62% per year

Interest Accrual Method:                  30/360                                     30/360

Interest Payment Dates:                   Monthly (15th), beginning                  Monthly (15th), beginning
                                          March 15, 2012                             March 15, 2012

ERISA Eligibility:                        Yes, subject to important                  Yes, subject to important
                                          considerations described under             considerations described under
                                          “ERISA Considerations” in the              “ERISA Considerations” in the
                                          accompanying prospectus.                   accompanying prospectus.

Debt for United States Federal            Yes, subject to important                  Yes, subject to important
  Income Tax Purposes:                    considerations described under             considerations described under
                                          “Federal Income Tax Consequences”          “Federal Income Tax Consequences”
                                          in the accompanying prospectus.            in the accompanying prospectus.




  (1)
        Ratings on the notes are expected to be monitored by the Hired Agencies while the notes are outstanding.

                                                            S-2
                                                  Structural Summary

     This summary is a simplified presentation of the major structural components of Series 2012-1. It does not contain
all of the information that you need to consider in making your investment decision. You should carefully read this
entire document and the accompanying prospectus before you purchase any notes.



                                                                                       GE Capital
    GE Capital                                RFS
                                                                                      Credit Card
   Retail Bank                              Holding,
                       Receivables                                Receivables         Master Note             Notes
   (sponsor and                              L.L.C.
                                                                                          Trust
    originator)                            (depositor)
                                                                                     (issuing entity)



Issuing Entity                                                          •   total number of accounts designated to the
                                                                            trust portfolio: 36,549,160
     The notes will be issued by GE Capital Credit
Card Master Note Trust, a Delaware statutory trust,                     As of October 31, 2011:
which is referred to in this prospectus supplement as
the issuing entity or the trust. The notes will be issued               •   The accounts designated for the trust
under an indenture supplement to an indenture, each                         portfolio had an average total receivable
between the trust and the indenture trustee. The trust’s                    balance of approximately $490 and an
principal offices are at the following address: c/o                         average credit limit of approximately
General Electric Capital Corporation, as administrator,                     $2,583.
901 Main Avenue, Norwalk, CT 06851-1168. The
trust’s phone number is (203) 750-3048.                                 •   For accounts designated for the trust
                                                                            portfolio, the percentage of the aggregate
   The indenture trustee is Deutsche Bank Trust                             total receivable balance to the aggregate
Company Americas.                                                           total credit limit was 19.0%.

Collateral for the Notes                                                •   The average age of the accounts designated
                                                                            for the trust portfolio was approximately 109
     The notes are secured by a pool of receivables that                    months.
arise under certain of GE Capital Retail Bank’s private
label and co-branded revolving credit card accounts.               Addition of Assets to the Trust
We refer to the receivables securing the notes as the
transferred receivables, and we refer to the accounts                   When an account has been designated as a trust
that have been designated as trust accounts as the trust           account, GE Capital Retail Bank continues to own the
portfolio.                                                         account, but we buy all receivables existing at the time
                                                                   of designation or created later and transfer them to the
     The following information regarding the trust                 trust. GE Capital Retail Bank has the option to
portfolio is as of October 21, 2011:                               designate additional accounts, which must meet the
                                                                   criteria for eligible accounts described under “The
    •    total transferred receivables:                            Trust Portfolio—Representations and Warranties of
         $17,729,101,134                                           the Depositor” in the accompanying prospectus, as
                                                                   trust accounts from time to time. If the volume of
    •    principal receivables:                                    additional accounts designated exceeds specified
         $16,974,976,283                                           periodic limitations, then additional new accounts can
                                                                   only be designated if the rating agency condition is
    •    finance charge receivables:                               satisfied. Satisfaction of the rating agency condition is
         $754,124,851                                              also required if GE Capital Retail Bank wishes to
                                                                   designate any accounts that it acquired from



                                                            S-3
third-party financial institutions or accounts in a new            Warranties and Covenants” in the accompanying
retailer program.                                                  prospectus.

See “The Trust Portfolio—Additions of Trust Assets”                Other Series of Notes
in the accompanying prospectus for a more detailed
description of the limitations on our ability to                        The trust has issued other series of notes and may
designate additional accounts. In addition, GE Capital             issue additional series of notes from time to time in the
Retail Bank is required to designate additional                    future. A summary of the series of notes expected to be
accounts as trust accounts if the amount of principal              outstanding as of the closing date is in “Annex I: Other
receivables held by the trust falls below a specified              Series of Notes Issued and Outstanding,” which is
minimum, as more fully described in “The Trust                     included at the end of this prospectus supplement and
Portfolio—Addition of Trust Assets” in the                         is incorporated into this prospectus supplement.
accompanying prospectus.                                           Neither you nor any other noteholder will have the
                                                                   right to receive notice of, or consent to, the issuance of
Removal of Assets from the Trust                                   future series of notes.

    Optional Removals                                                  No new series of notes may be issued unless the
                                                                   conditions described in “Description of the Notes—
     We have the right to remove accounts from the list            New Issuances of Notes” in the accompanying
of designated accounts and to repurchase the related               prospectus are satisfied, including:
receivables from the trust in two circumstances. First,
when the trust holds excess receivables, we may                        •    the rating agency condition is satisfied;
remove accounts and repurchase the related
receivables on a random basis, subject to the                          •    we certify, based on facts known to the
satisfaction of the rating agency condition. Second,                        certifying officer, that the new issuance will
some retailers have the right to purchase or to                             not cause an early amortization event or an
designate a third party to purchase receivables relating                    event of default or materially or adversely
to their credit card program if the program is                              affect the amount or timing of distributions
terminated. If a retailer exercises this right, we will                     to be made to any class of noteholders;
remove and repurchase the related accounts and
receivables and are not required to satisfy the rating                 •    after giving effect to the new issuance, the
agency condition. The conditions that must be satisfied                     free equity amount would not be less than
when we remove accounts from the list of designated                         the minimum free equity amount and the
accounts are more fully described under “The Trust                          amount of principal receivables held by the
Portfolio—Removal of Accounts” in the accompanying                          trust and the principal amount of any
prospectus.                                                                 participation interests held by the trust,
                                                                            together with any amount on deposit in the
    Required Removals                                                       excess funding account, would at least equal
                                                                            the required minimum amount for the trust;
     We are required to repurchase receivables from                         and
the trust if it is discovered that they did not satisfy
eligibility requirements in some material respect at the               •    an opinion with respect to certain tax
time that we transferred them to the trust, and the                         matters is delivered.
ineligibility results in a charge-off or an impairment of
the trust’s rights in the transferred receivables or their         Equity Amount
proceeds. Similarly, the servicer is required to
purchase receivables from the trust if the servicer fails               We refer to the excess of the sum of the total
to satisfy any of its obligations in connection with the           amount of principal receivables and the principal
transferred receivables or trust accounts, and the                 amount of any participation interests held by the trust,
failure results in a material impairment of the                    plus any balance in the excess funding account and the
transferred receivables or subjects their proceeds to a            amount of principal collections on deposit in other
conflicting lien. These repurchase and purchase                    trust accounts, over the aggregate outstanding principal
obligations are subject to cure periods and are more               amount of all of the trust’s notes as the equity amount.
fully described in “The Trust Portfolio—                           To provide support for your notes, we are required to
Representations and Warranties of the Depositor” and               maintain an equity amount in the trust of not less than
“The Servicers—Servicer’s Representations,

                                                             S-4
the excess collateral amount for your notes. The excess           Allocations of Collections and Losses
collateral amount for your series provides credit
enhancement by absorbing losses and uncovered                          Your notes represent the right to receive principal
dilution on the transferred receivables allocated to your         and interest, which is secured in part by the right to
series to the extent not covered by finance charge                payments from a portion of the collections on the
collections available to your series.                             transferred receivables. The servicer, on behalf of the
                                                                  trust, will allocate to the collateral amount for your
     The equity amount at any time may exceed the                 series a portion of defaulted principal receivables and
excess collateral amount for your series and any excess           will also allocate a portion of the dilution on the
collateral amounts required to be maintained for other            transferred receivables to the collateral amount for
series of notes. We refer to this excess amount, if any,          your series if the dilution is not offset by the free
as the free equity amount. We are required to maintain            equity amount and we fail to comply with our
a minimum free equity amount equal to the product of              obligation to reimburse the trust for the dilution.
the highest required retained transferor percentage for           Dilution means any reduction to the principal balances
any series of outstanding notes and the aggregate                 of the transferred receivables because of merchandise
principal receivables securing the notes. The required            returns or any other reason except losses or payments.
retained transferor percentage for Series 2012-1 is 4%
and would be increased to 7% if GE Capital’s long-                     The portion of collections and defaulted principal
term unsecured debt were to be rated below Aa3 by                 receivables allocated to the collateral amount for your
Moody’s. The highest of the required retained                     series will be based mainly upon the ratio of the
transferor percentages for all outstanding series of              collateral amount for your series to the aggregate
notes is currently 4%, and would be increased to 7% if            amount of principal receivables securing the notes.
GE Capital’s long-term unsecured debt were to be                  The way this ratio is calculated for purposes of
rated below Aa3 by Moody’s or below AA- by S&P.                   allocating principal collections will vary during each
                                                                  of three periods that will or may apply to your notes:
     The excess collateral amount for your series and a
portion of the free equity amount also enhance the                    •    The revolving period, which will begin on
likelihood of timely payment of principal on your                          the closing date and end when either of the
notes through cash flow subordination because of two                       other two periods begins.
features of your series.
                                                                      •    The controlled accumulation period, which
    •    The first feature is that the numerator for                       is scheduled to begin on November 22,
         your series’ allocation percentage for                            2014, but which may begin earlier or later,
         principal collections includes the excess                         and end when the notes have been paid in
         collateral amount. This results in the share                      full. However, if an early amortization event
         of principal collections corresponding to the                     occurs before the controlled accumulation
         excess collateral amount being available for                      period begins, there will be no controlled
         required principal payments on the notes or                       accumulation period and an early
         deposits to the principal accumulation                            amortization period will begin. If an early
         account before any such collections are                           amortization event occurs during the
         applied to reduce the excess collateral                           controlled accumulation period, the
         amount.                                                           controlled accumulation period will end, and
                                                                           an early amortization period will begin.
    •    The second feature is that the numerator for
         your series’ allocation percentage for                       •    The early amortization period, which will
         principal collections does not reduce as                          only occur if one or more adverse events,
         principal payments are made to your series                        known as early amortization events, occurs.
         or collections are accumulated to repay your
         notes. Since the collateral amount for your                   For most purposes, the collateral amount used in
         series does reduce as a result of principal              determining these ratios will be reset no less frequently
         payments and principal accumulation,                     than at the end of each monthly period. References in
         effectively a portion of your principal                  this prospectus supplement to the monthly period
         allocation during an accumulation or                     related to any payment date refer to the period
         amortization period comes from principal                 beginning on the 22nd day of the second preceding
         collections corresponding to the free equity             calendar month and ending on the 21st day of the
         amount.                                                  immediately preceding calendar month.

                                                            S-5
The first monthly period for your series will begin on           reductions exceeds the sum of the excess collateral
the closing date and end on February 21, 2012.                   amount and the principal amounts of the Class C and
However, for allocations of principal collections                Class B notes, then the Class A notes may not be
during the controlled accumulation period or the early           repaid in full.
amortization period, the collateral amount as of the end
of the revolving period will be used.                            Application of Finance Charge Collections

     The initial collateral amount for your series will               The trust will apply your series’ share of
equal $946,372,240, which is the sum of the initial              collections of finance charge receivables, recoveries
outstanding principal amount of the Series 2012-1                and investment earnings each month in the following
notes plus an initial excess collateral amount of                order of priority:
$37,854,890. The collateral amount will thereafter be
reduced by:                                                          •    to pay, pro rata, the following amounts
                                                                          allocated to your series: accrued and unpaid
    •    principal collections to the extent applied to                   fees and other amounts owed to the
         make principal payments on the notes (other                      indenture trustee up to a maximum amount
         than principal payments made from funds on                       of $25,000 for each calendar year, the
         deposit in the spread account) or to fund the                    accrued and unpaid fees and other amounts
         principal accumulation account;                                  owed to the owner trustee up to a maximum
                                                                          amount of $25,000 for each calendar year
    •    reductions in the excess collateral amount                       and the accrued and unpaid fees and other
         that result from reductions in the required                      amounts owed to the administrator for the
         excess collateral amount;                                        trust up to a maximum amount of $25,000
                                                                          for each calendar year;
    •    the amount of any principal collections to
         the extent reallocated to cover interest,                   •    to pay the servicing fee for your series (to
         payments to the indenture trustee, the owner                     the extent not directly paid by the trust to the
         trustee and the administrator for the trust                      servicer during the month);
         and monthly servicing fee payments for your
         series; and                                                 •    to pay interest on the Class A notes;

    •    your series’ share of defaults and uncovered                •    to pay interest on the Class B notes;
         dilution to the extent not funded from
         finance charge collections and investment                   •    to pay interest on the Class C notes;
         earnings allocated to your series.
                                                                     •    to cover your series’ share of defaults and
     Any reduction in the collateral amount because of                    uncovered dilution;
reallocated principal collections, defaults or uncovered
dilution will be reimbursed to the extent that your                  •    to increase the collateral amount to the
series has finance charge collections and other                           extent of reductions in your series’ collateral
amounts treated as finance charge collections available                   amount resulting from defaults and
for this purpose in future periods.                                       uncovered dilution allocated to your series
                                                                          and from reallocated principal collections, in
     As described under “—Credit Enhancement—                             each case that have not been previously
Subordination” below in this summary and in “Risk                         reimbursed;
Factors—Payments on the Class B notes are
subordinate to payments on the Class A notes” and in                 •    to fund, in limited circumstances, a reserve
“Description of Series Provisions—Subordination,”                         account to cover interest payment shortfalls
the excess collateral amount provides credit                              for the Series 2012-1 notes during the
enhancement by absorbing reductions in the collateral                     controlled accumulation period;
amount because of reallocated principal collections,
defaults and uncovered dilution. If the total amount of              •    to make a deposit, if needed, to the spread
these types of reductions exceeds the sum of the excess                   account for the Class C notes up to the
collateral amount and the principal amount of the                         required spread account amount;
Class C notes, then the Class B notes may not be
repaid in full. If the total amount of these types of

                                                           S-6
    •    without duplication of the amount specified             deposit amount on each payment date. Unless an early
         in the sixth bullet point above in respect of           amortization event occurs, amounts on deposit in that
         uncovered dilution, to cover your series’               account will be paid on the expected principal payment
         share of the excess, if any, of the minimum             date first to the Class A noteholders, then to the
         free equity amount over the free equity                 Class B noteholders and then to the Class C
         amount, which will be calculated as                     noteholders, in each case until the specified class of
         described under “Description of Series                  notes is paid in full or the amounts available are
         Provisions—Application of Finance Charge                depleted.
         Collections”;
                                                                     Early Amortization Period
    •    unless an early amortization event has
         occurred, to pay, pro rata, remaining                         An early amortization period for your series will
         amounts owed to the indenture trustee, the              start if an early amortization event occurs. The early
         owner trustee and the administrator for the             amortization events for your series are described below
         trust that are allocated to your series;                in this summary and under “Description of Series
                                                                 Provisions—Early Amortization Events” in this
    •    to other series that share excess finance               prospectus supplement and under “Description of the
         charge collections with Series 2012-1;                  Notes—Early Amortization Events” in the
                                                                 accompanying prospectus. During the early
    •    if an early amortization event has occurred,            amortization period, your series’ share of principal
         first, to make principal payments on the                collections will be paid monthly first to the Class A
         Class A notes, the Class B notes and the                noteholders, then to the Class B noteholders and then
         Class C notes, in that order of priority, and           to the Class C noteholders, in each case until the
         second, to pay, pro rata, remaining amounts             specified class of notes is paid in full.
         owed to the indenture trustee, the owner
         trustee and the administrator for the trust                 Reallocation of Principal Collections
         that are allocated to your series; and
                                                                      During any of the above periods, principal
    •    to us.                                                  collections allocated to your series may be reallocated,
                                                                 if necessary, to make required payments of interest on
     Collections of finance charge receivables,                  the Class A notes, the Class B notes and the Class C
recoveries, investment earnings and certain other                notes, payments to the indenture trustee, the owner
amounts that are initially allocated to another series           trustee and the administrator for the trust and monthly
will be used to cover any shortfalls to the extent those         servicing fee payments not made from your series’
amounts are not needed by those other series and the             share of finance charge collections and other amounts
excess funds are allocated to your series as described           treated as finance charge collections and excess
in “Description of the Notes—Shared Excess Finance               finance charge collections available from other series
Charge Collections” in the accompanying prospectus.              that share with your series. This reallocation is one of
                                                                 the ways that the notes obtain the benefit of
Application of Principal Collections                             subordination, as described under “Credit
                                                                 Enhancement—Subordination” in this summary. The
     The trust will apply your series’ share of                  amount of reallocated principal collections available to
collections of principal receivables each month as               each class is limited by the amount of subordination
follows:                                                         available to that class.

    Revolving Period                                                 Shared Principal Collections

    During the revolving period, no principal will be                 Your series is a principal sharing series; however,
paid to, or accumulated for, your series.                        your series will not be entitled to share excess
                                                                 principal collections from other series on any payment
    Controlled Accumulation Period                               date during the early amortization period that is prior
                                                                 to the expected principal payment date unless all
     During the controlled accumulation period, your             outstanding series of notes are in early amortization
series’ share of principal collections will be deposited         periods. See “Description of the Notes—Shared
in a principal accumulation account, up to a specified           Principal Collections” in the accompanying
                                                                 prospectus.

                                                           S-7
     At all times, collections of principal receivables              will absorb shortfalls and collateral deterioration
allocated to your series that are not needed to make                 before any class of notes.
deposits or payments for your series will be: first,
made available to other series, second, deposited in the                 Spread Account
excess funding account if needed to maintain the
minimum free equity amount for the trust, and third,                      A spread account will provide additional credit
distributed to us or our assigns.                                    enhancement for your series, primarily for the benefit
                                                                     of the Class C notes. The spread account initially will
Interest on the Notes                                                not be funded. After the Series 2012-1 notes are
                                                                     issued, deposits into the spread account will be made
     Each class of notes will accrue interest from and               each month from finance charge collections allocated
including the closing date to but excluding March 15,                to your series, other amounts treated as finance charge
2012, and for each following interest period at the                  collections and excess finance charge collections
applicable rate per annum specified below:                           available from other series up to the required spread
                                                                     account amount. The required spread account amount
     Class A:                 1.03%                                  is described under “Description of Series Provisions—
     Class B:                 1.62%                                  Spread Account.”
     Class C:                 2.42%
                                                                          The spread account will be used to make interest
     Interest on the Class A notes, the Class B notes                payments on the Class C notes if finance charge
and the Class C notes will be calculated based on a                  collections allocated to your series, other amounts
360-day year of twelve 30-day months.                                treated as finance charge collections and excess
                                                                     finance charge collections available from other series
Credit Enhancement                                                   are insufficient to make those payments.

     Credit enhancement for your series includes                          Unless an early amortization event occurs, the
subordination of junior classes of notes and the excess              amount, if any, remaining on deposit in the spread
collateral amount. A spread account also provides                    account on the expected principal payment date for the
credit enhancement primarily for the benefit of the                  Class C notes, after making the payments described in
Class C notes.                                                       the preceding paragraph, will be applied to pay
                                                                     principal on the Class C notes, to the extent that the
     Credit enhancement for your series is for your                  Class C notes have not been paid in full after
series’ benefit only, and you are not entitled to the                application of all principal collections on that date.
benefits of credit enhancement available to other                    Except as provided in the following paragraph, if an
series.                                                              early amortization event occurs, the amount, if any,
                                                                     remaining on deposit in the spread account, after
     Subordination                                                   making the payments described in the preceding
                                                                     paragraph, will be applied to pay principal on the
     Credit enhancement for the Class A notes includes               Class C notes on the earlier of the final maturity date
the subordination of the Class B notes, the Class C                  and the first payment date on which the outstanding
notes and the excess collateral amount. Credit                       principal amount of the Class A notes and Class B
enhancement for the Class B notes includes the                       notes has been paid in full.
subordination of the Class C notes and the excess
collateral amount.                                                        In addition, on any day after the occurrence of an
                                                                     event of default with respect to Series 2012-1 and the
     Subordination serves as credit enhancement in the               acceleration of the maturity date, the indenture trustee
following way. The more subordinated, or junior,                     will withdraw from the spread account the outstanding
classes of notes will not receive payments of interest or            amount on deposit in the spread account and deposit
principal until required payments have been made to                  that amount in the distribution account for distribution
the more senior classes. As a result, subordinated                   to the Class C noteholders, Class A noteholders and
classes will absorb any shortfalls in collections or                 Class B noteholders, in that order of priority, to fund
deterioration in the collateral for the notes prior to               any shortfalls in amounts owed to those noteholders.
senior classes. The excess collateral amount for your
series is subordinated to all of the classes of notes, so it



                                                               S-8
Early Amortization Events                                               •    We are unable to transfer additional
                                                                             receivables to the trust or GE Capital Retail
     The trust will begin to repay the principal of the                      Bank is unable to transfer additional
notes before the expected principal payment date if an                       receivables to us;
early amortization event occurs. An early amortization
event will occur if the finance charge collections on                   •    We do not transfer receivables in additional
the receivables are too low or if defaults on the                            accounts or participations to the trust when
receivables are too high. The minimum amount that                            required;
must be available for payments to your series in any
monthly period, referred to as the base rate, is the                    •    Servicer defaults described in the
result, expressed as a percentage, of the sum of the                         accompanying prospectus under the caption
interest payable on the Series 2012-1 notes for the                          “The Servicers—Servicer Default; Successor
related interest period, plus your series’ share of the                      Servicer” and other specified material
servicing fee for the related monthly period and,                            defaults of the servicer, subject to applicable
subject to certain limitations, your series’ share of fees,                  grace periods;
expenses and other amounts owing to the indenture
trustee, the owner trustee and the administrator for the                •    The trust becomes subject to regulation as
trust, divided by the sum of the collateral amount and                       an “investment company” under the
amounts on deposit in the principal accumulation                             Investment Company Act of 1940; or
account, each as of the last day of that monthly period.
If the average net portfolio yield for your series,                     •    An event of default occurs for the
calculated as described in the following sentence, for                       Series 2012-1 notes and their maturity date
the two monthly periods preceding the May 2012                               is accelerated.
payment date or, thereafter, any three consecutive
monthly periods is less than the average base rate for                  The early amortization events for Series 2012-1
the same two or three consecutive monthly periods, an               are more fully described under “Description of Series
early amortization event will occur. The net portfolio              Provisions—Early Amortization Events” in this
yield for your series for any monthly period will be the            prospectus supplement and under “Description of the
result, expressed as a percentage, of the amount of                 Notes—Early Amortization Events” in the
finance charge collections and other amounts treated as             accompanying prospectus.
finance charge collections allocated to your series for
that monthly period, other than excess finance charge               Events of Default
collections, net of the amount of defaulted principal
receivables and uncovered dilution allocated to your                    The Series 2012-1 notes are subject to events of
series for that monthly period, divided by the sum of               default described under “Description of the Notes—
the collateral amount and amounts on deposit in the                 Events of Default; Rights upon Event of Default” in the
principal accumulation account, each as of the last day             accompanying prospectus. These include:
of that monthly period.
                                                                        •    Failure to pay interest on the Series 2012-1
    The other early amortization events are:                                 notes for 35 days after it is due;

    •    Our failure to make required payments or                       •    Failure to pay principal on the Series 2012-1
         deposits or material failure by us to perform                       notes when it becomes due and payable on
         other obligations, subject to applicable grace                      the final maturity date for the Series 2012-1
         periods;                                                            notes;

    •    Material inaccuracies in our representations                   •    Bankruptcy, insolvency or similar events
         and warranties, subject to applicable grace                         relating to the trust; and
         periods;
                                                                        •    Material failure by the trust to perform its
    •    The Series 2012-1 notes are not paid in full                        obligations under the indenture, subject to
         on the expected principal payment date;                             applicable grace periods.

    •    Bankruptcy, insolvency or similar events                       In the case of an event of default involving
         relating to us or any originator of accounts;              bankruptcy, insolvency or similar events relating to the


                                                              S-9
trust, the principal amount of the Series 2012-1 notes             Servicing and Servicer’s Fee
automatically will become immediately due and
payable. If any other event of default occurs and                        Prior to May 22, 2008, the servicer for the trust
continues with respect to the Series 2012-1 notes, the             was GE Money Bank (now known as GE Capital
indenture trustee or holders of not less than a majority           Retail Bank). On May 22, 2008, GE Money Bank
of the then-outstanding principal amount of the                    (now known as GE Capital Retail Bank) transferred
Series 2012-1 notes may declare the principal amount               the servicing role to GE Capital. GE Capital has
of the Series 2012-1 notes to be immediately due and               entered into sub-servicing arrangements with certain
payable. These declarations may be rescinded by                    affiliated sub-servicers, including GE Consumer
holders of not less than a majority of the then-                   Finance, Inc., and may from time to time enter into
outstanding principal amount of the Series 2012-1                  additional sub-servicing arrangements with other
notes if the related event of default has been cured,              affiliated companies. See “The Servicers” in the
subject to the conditions described under “Description             accompanying prospectus.
of the Notes—Events of Default; Rights upon Event of
Default” in the accompanying prospectus.                                GE Capital, as servicer, receives a fee for its
                                                                   servicing activities. The share of the servicing fee
     After an event of default and the acceleration of             allocable to Series 2012-1 for each payment date will
the Series 2012-1 notes, funds allocated to the                    be equal to one-twelfth of the product of (a) 2% and
Series 2012-1 notes and on deposit in the collection               (b) the collateral amount for Series 2012-1 on the last
account, the excess funding account and the other trust            day of the prior monthly period. However, the
accounts will be applied to pay principal of and                   servicing fee for the first monthly period will be based
interest on the Series 2012-1 notes to the extent                  on the number of days in the first monthly period. The
permitted by law. Principal collections and finance                servicing fee allocable to Series 2012-1 for each
charge collections allocated to Series 2012-1 will be              payment date will be paid from your series share of
applied to make monthly principal and interest                     collections of finance charge receivables, recoveries
payments on the Series 2012-1 notes until the earlier of           and investment earnings each month as described in
the date those notes are paid in full or the final                 “—Application of Finance Charge Collections” above
maturity date.                                                     and in “Description of Series Provisions—Application
                                                                   of Finance Charge Collections.”
     If the Series 2012-1 notes are accelerated or the
trust fails to pay the principal of the Series 2012-1              Tax Status
notes on the final maturity date, subject to the
conditions described in the prospectus under                            Subject to important considerations described
“Description of the Notes—Events of Default; Rights                under “Federal Income Tax Consequences” in the
upon Event of Default”, the indenture trustee may, if              accompanying prospectus, Mayer Brown LLP as tax
legally permitted, cause the trust to sell principal               counsel to the trust, is of the opinion that under
receivables in an amount equal to the collateral amount            existing law the Class A notes and the Class B notes
for Series 2012-1 and the related finance charge                   (other than Class B notes purchased by a person which
receivables.                                                       for federal income tax purposes is considered the same
                                                                   person as the issuer) will be characterized as debt for
Optional Redemption                                                federal income tax purposes and that the trust will not
                                                                   be classified as an association or constitute a publicly
     We have the option to purchase the collateral                 traded partnership taxable as a corporation for U.S.
amount for your series when the outstanding principal              federal income tax purposes. By your acceptance of a
amount for your series has been reduced to 10% or less             Series 2012-1 note, you will agree to treat your Series
of the initial principal amount, but only if the purchase          2012-1 notes as debt for federal, state and local income
price paid to the trust is sufficient to pay in full all           and franchise tax purposes. See “Federal Income Tax
amounts owing to the noteholders. The purchase price               Consequences” in the accompanying prospectus for
for your series will equal the collateral amount for               additional information concerning the application of
your series plus the applicable allocation percentage of           federal income tax laws.
finance charge receivables. See “Description of the
Notes—Final Payment of Principal” in the                           State Tax Consequences
accompanying prospectus.
                                                                        The tax discussion in the attached prospectus
                                                                   does not address the tax treatment of the issuing
                                                                   entity, the notes or noteholders under any state or

                                                            S-10
local tax laws, which may differ materially from the               organization. See “ERISA Considerations” in the
federal income tax treatment of such persons and                   accompanying prospectus for additional information.
instruments. The jurisdictions in which these state
and local tax issues may arise include those in which              Risk Factors
the holder is taxable, the bank and servicer carry on
their activities, and the obligors on the accounts and                  There are material risks associated with an
receivables are located. You are urged to consult                  investment in the Class A notes and the Class B notes,
with your own tax advisors regarding the state tax                 and you should consider the matters set forth under
treatment of the issuing entity as well as any state tax           “Risk Factors” beginning on page S-12 and on page 1
consequences to you of purchasing, holding and                     of the accompanying prospectus.
disposing of your notes.
                                                                   Ratings
ERISA Considerations
                                                                       We expect that the notes will receive credit ratings
     Subject to important considerations described                 from two Hired Agencies.
under “ERISA Considerations” in the accompanying
prospectus, the Class A notes and the Class B notes are                 Any rating assigned to the Class A notes or the
eligible for purchase by persons investing assets of               Class B notes by a Hired Agency will reflect the
employee benefit plans or individual retirement                    rating agency’s assessment solely of the likelihood
accounts. Each purchaser will be deemed to represent               that noteholders will receive the payments of interest
and warrant that either it is not acquiring the note with          and principal required to be made under the terms of
assets of (or on behalf of) a benefit plan or any other            the series and will be based primarily on the value of
plan that is subject to Title I of ERISA or Section 4975           the transferred receivables and the credit
of the Internal Revenue Code or to a law that is                   enhancement provided. The rating is not a
substantially similar to the fiduciary responsibility or           recommendation to purchase, hold or sell any notes.
prohibited transaction provisions of Title I of ERISA              The rating does not constitute a comment as to the
or Section 4975 of the Internal Revenue Code or its                marketability of any notes, any market price or
purchase, holding and disposition of the notes will not            suitability for a particular investor. Ratings on the
result in a non-exempt prohibited transaction under                notes are expected to be monitored by the Hired
ERISA or Section 4975 of the Internal Revenue Code                 Agencies while the notes are outstanding. Any rating
or a violation of any substantially similar applicable             can be changed or withdrawn by a Hired Agency at
law. If you are contemplating purchasing the Class A               any time. In addition, a rating agency not hired by
notes or the Class B notes on behalf of or with plan               the sponsor to rate the transaction may provide an
assets of any plan or account, we suggest that you                 unsolicited rating that differs from (or is lower than)
consult with counsel regarding whether the purchase or             the ratings provided by the Hired Agencies.
holding of the Class A notes or the Class B notes could
give rise to a prohibited transaction under ERISA or               RFS Holding, L.L.C.
Section 4975 of the Internal Revenue Code or a
violation of any substantially similar applicable law.                 Our address is 777 Long Ridge Road, Stamford,
Benefit plans that are subject to Title I of ERISA or              Connecticut 06927. Our phone number is (203) 585-
Section 4975 of the Internal Revenue Code may not                  6190.
acquire Class A notes or Class B notes at any time that
such notes do not have a current investment grade
rating from a nationally recognized statistical rating




                                                            S-11
    This prospectus supplement uses defined terms. You can find a glossary of terms under the caption “Glossary of
Terms for Prospectus Supplement” beginning on page S-40 in this prospectus supplement and under the caption
“Glossary of Terms for Prospectus” beginning on page 74 in the accompanying prospectus.

                                                       Risk Factors

    In addition to the risk factors described in the prospectus, you should consider the following:

    It may not be possible to find a purchaser for your securities.

     There is currently no secondary market for the notes and we cannot assure you that one will develop. As a result,
you may not be able to resell your notes at all, or may be able to do so only at a substantial loss. The underwriters may
assist in resales of the notes, but they are not required to do so. We do not intend to apply for the inclusion of the notes
on any exchange or automated quotation system. A trading market for the notes may not develop. If a trading market
does develop, it might not continue or it might not be sufficiently liquid to allow you to resell any of your notes. The
secondary market for asset-backed securities is currently experiencing significant reduced liquidity. This period of
illiquidity may continue and may adversely affect the market value of your notes.

    The ratings for the offered notes are limited in scope, may be lowered or withdrawn, or the offered notes may
    receive an unsolicited rating, which may have an adverse effect on the liquidity or the market price of the
    offered notes.

     Security ratings are not a recommendation to purchase, hold or sell the offered notes, inasmuch as the rating
does not comment as to market price or suitability for a particular investor. A rating of the offered notes addresses
the likelihood of the timely payment of interest and the ultimate repayment of principal of the offered notes on the
final maturity date pursuant to their respective terms. There is no assurance that a rating will remain for any given
period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if in its judgment
circumstances in the future so warrant. Neither the depositor nor the sponsor nor any of their affiliates will have any
obligation to replace or supplement the credit enhancement, or to take any other action to maintain any ratings of the
offered notes. A rating agency may revise or withdraw the ratings at any time in its sole discretion, including as a
result of a failure by the sponsor to comply with its obligation to post information provided to the Hired Agencies on
a website that is accessible by a rating agency that is not a Hired Agency.

     The Hired Agencies have been hired by the sponsor to provide their ratings on the offered notes. We note that a
rating agency may have a conflict of interest where, as is the case with the ratings of the offered notes by the Hired
Agencies, the sponsor or the issuer of a security pays the fee charged by the rating agency for its rating services.

     It is possible that other rating agencies not hired by the sponsor may provide an unsolicited rating that differs
from (or is lower than) the rating provided by the Hired Agencies. As of the date of this prospectus supplement, we
are not aware of the existence of any unsolicited rating provided (or to be provided at a future time) by any rating
agency not hired to rate the transaction. However, there can be no assurance that an unsolicited rating will not be
issued prior to or after the closing date, and none of the sponsor, the depositor nor any underwriter is obligated to
inform investors (or potential investors) in the offered notes if an unsolicited rating is issued after the date of this
prospectus supplement. Consequently, if you intend to purchase offered notes, you should monitor whether an
unsolicited rating of the offered notes has been issued by a non-hired rating agency and should consult with your
financial and legal advisors regarding the impact of an unsolicited rating on a class of offered notes. If any non-hired
rating agency provides an unsolicited rating that differs from (or is lower than) the rating provided by the Hired
Agencies, the liquidity or the market value of your offered note may be adversely affected.

    Payments on the Class B notes are subordinate to payments on the Class A notes.

    If you buy Class B notes, your interest payments will be subordinate to interest payments on the Class A notes, and
your principal payments will be subordinate to principal payments on the Class A Notes as follows:




                                                            S-12
    •    You will not receive any interest payments on your Class B notes on any payment date until the full amount
         of interest then payable on the Class A notes has been paid in full.

    •    In addition, you will not receive any principal payments on your Class B notes on any payment date until
         the entire principal amount of the Class A notes has been paid in full.

     As a result of these features, any reduction in the collateral amount for your series due to charge-offs, dilution or
reallocation of principal will reduce payments on the Class B notes before reducing payments on the Class A notes. If
the total amount of these reductions exceeds the excess collateral amount and the principal amount of the Class C notes,
then the Class B notes may not be repaid in full. If receivables are sold after an event of default, the net proceeds of that
sale would be paid first to the Class A noteholders until the outstanding principal amount of the Class A notes and all
accrued and unpaid interest payable to the Class A noteholders have been paid in full before any payments would be
made to the Class B noteholders.

    Termination of certain credit card programs could lead to a reduction of receivables in the trust.

     GE Capital Retail Bank operates its private label and co-branded credit card programs with various retailers
under agreements, some of which, if not extended, are scheduled to expire while your notes are outstanding. The
program agreements generally have original contract terms ranging from approximately two to ten years and
remaining terms ranging from approximately one year and seven months to six years and two months. Some of those
program agreements provide that, upon expiration or termination, the retailer may purchase or designate a third
party to purchase the receivables generated with respect to its program, including the receivables in the trust.
Approximately 69.0% of the accounts would be subject to removal from the trust and approximately 61.6% of the
total receivables in the trust as of October 21, 2011 would be subject to purchase prior to the expected principal
payment date for your series if the related program agreements were not extended.

     In addition, the program agreements generally permit the retailers or GE Capital Retail Bank to terminate the
program agreements prior to the respective termination dates for the programs if the other party materially breaches
its obligations under the related program agreements, subject to any cure rights under the related program
agreements. Certain program agreements are also subject to early termination in the event the related retailer
becomes insolvent, becomes subject to a bankruptcy proceeding or has a material change in financial condition,
upon the occurrence of a significant change in law or upon the occurrence of other specified portfolio-related
performance triggers or other events of default. The program agreements generally may be terminated prior to
scheduled expiration upon mutual agreement between GE Capital Retail Bank and the related retailers.

     If a program agreement were terminated as described above and the related retailer were to exercise its right to
purchase the related accounts and receivables and GE Capital Retail Bank were unable to provide receivables arising
under newly designated additional accounts to replace those purchased by the retailers, an early amortization period
could begin. If an early amortization period commences as a result of a termination of one or more program
agreements, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same
rate you would have been able to earn on your notes.

    Geographic concentration may result in more risk to you.

     As of October 21, 2011, the servicer’s records indicate that based on billing addresses, obligors on the accounts
were concentrated in Texas, California, Florida, North Carolina and New York. No other state accounted for more
than 5% of the number of accounts or 5% of the total receivables balances as of that date. Economic conditions or
other factors affecting these states in particular could adversely impact the delinquency or credit loss experience of
the trust portfolio and could result in delays in payments or losses on the notes. See “Composition of the Trust
Portfolio—Composition by Billing Address” in this prospectus supplement.

    Charge-offs may increase which could reduce payments to you.

    The global financial and economic crisis has had an adverse effect on the financial condition of many
consumers in the United States, which was also reflected in the performance of the trust portfolio in recent years.


                                                           S-13
Despite certain signs of improvement, including recent declines in the domestic unemployment rate, the global
economic environment remains volatile and could continue to present challenges having an adverse effect on the
trust portfolio for the foreseeable future. More specifically, increases in delinquencies and charge-offs could occur,
particularly if conditions in the general economy deteriorate.

     If the amount of charged-off receivables and any uncovered dilution allocated to your series exceeds the amount
of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to
you. See “Description of Series Provisions—Investor Charge-Offs” in this prospectus supplement and “The
Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs” in the accompanying prospectus.

                                              Receivables Performance

     The trust portfolio includes a subset of the accounts arising in GE Capital Retail Bank’s (the “bank”) private
label and co-branded credit card programs for specified retailers. We refer to these specified retailers as the
“approved retailers.” The approved retailers are listed in the table “Composition by Retailer” under “Composition of
the Trust Portfolio” below.

    The tables below contain performance information for the receivables in the trust portfolio for each of the
periods shown. The composition of the trust portfolio is expected to change over time and accounts arising in the
private label and co-branded card programs for additional retailers may be added to the trust portfolio in the future.

     On February 26, 2009, accounts having an aggregate outstanding total receivables balance, including principal
receivables and finance charge receivables, of approximately $1.5 billion, determined as of the close of business on
February 21, 2009, were removed from the trust portfolio and the related receivables were reassigned to us. The
removed accounts were selected from the four largest retailers in the trust portfolio at that time, JCPenney, Lowe’s,
Sam’s Club and Wal-Mart, and had proprietary credit scores determined by the bank that fell below a specified level
as of the cut-off date for the removal.

     On May 21, 2008, all accounts relating to the CareCredit program—a program through which the bank provides
financing to consumers to pay for medical procedures—were removed from the trust portfolio and the related
receivables were reassigned to us. The outstanding principal balance of the removed accounts was $752,508,022 as of
the close of business on the removal date.

    For purposes of the tables in this section:

    •    Each Securitization Reporting Year is the period of twelve Monthly Periods ending on December 21st of the
         related calendar year.

    •    Receivables Outstanding is the sum of total receivables included in the trust portfolio as of the date or in
         the period indicated.

    •    Principal Receivables Outstanding is the sum of principal receivables included in the trust portfolio as of
         the date or in the period indicated.

    •    Average Principal Receivables Outstanding is the average of the balance of the Principal Receivables
         Outstanding as of the first day of each monthly period in the period indicated.

    •    Accounts Outstanding is the sum of the number of accounts included in the trust portfolio as of the date or
         in the period indicated.

    •    Average Accounts Outstanding is the average of the number of accounts in each monthly period in the
         period indicated.




                                                         S-14
Delinquency and Loss Experience

    The following tables set forth the aggregate delinquency and loss experience for cardholder payments on the credit
card accounts in the trust portfolio for each of the dates or periods shown. Please note that numbers and percentages
presented in the tables in this section may not sum to the totals presented due to rounding.

     The global financial and economic crisis has had and could continue to have an adverse effect on the trust
portfolio. The recent recession and increased rates of unemployment contributed to significant increases in net losses
and delinquencies for 2008, 2009 and 2010 compared to 2007. As described above, on February 26, 2009, low-credit
score accounts having an aggregate outstanding total receivables balance, including principal receivables and finance
charge receivables, of approximately $1.5 billion, determined as of the close of business on February 21, 2009, were
removed from the trust portfolio. Although the effect of the removal was to cause a reduction in the amount of
delinquent receivables and charge-offs for the twelve months ended December 21, 2009, increases in delinquencies and
charge-offs could again occur, particularly if conditions in the general economy further deteriorate. Gross charge-offs
as a percentage of Average Principal Receivables Outstanding (annualized) and Net Principal Charge-Offs as a
percentage of Average Principal Receivables Outstanding (annualized) were 10.77% and 9.41%, respectively, for the
two months ended February 21, 2009 (before giving effect to the removal of accounts on February 26, 2009), as
compared to 9.08% and 8.15%, respectively, for the twelve months ended December 21, 2009. The amount of
delinquent receivables as a percentage of Receivables Outstanding was 6.88% as of January 21, 2009, as compared to
5.35% as of December 21, 2009. There can be no assurance that the delinquency and charge-off rates will not increase
to pre-removal levels or higher levels over time.

     We cannot assure you that the future delinquency and loss experience for the trust portfolio will be similar to
historical experience set forth below.

                                                           Receivables Delinquency Experience
                                                                 (Dollars in Thousands)

                                                                As of October 21,                               As of December 21,
                                                                      2011                                             2010
                                                                              Percentage of                                  Percentage of
                                                                               Receivables                                     Receivables
                                                       Receivables             Outstanding              Receivables           Outstanding
Receivables Outstanding..............                 $ 17,729,101                                     $ 18,165,466
Receivables Delinquent:
  30-59 Days ...............................                  249,807                 1.41%                     239,331              1.32%
  60-89 Days ...............................                  171,833                 0.97%                     182,981              1.01%
  90-119 Days .............................                   132,466                 0.75%                     156,931              0.86%
  120-149 Days ...........................                    110,850                 0.63%                     141,554              0.78%
  150-179 Days ...........................                     84,970                 0.48%                     110,458              0.61%
  180 or more Days .....................                            7                 0.00%                           4              0.00%
Total .............................................   $       749,933                 4.23%            $        831,259              4.58%



                                                                                          As of December 21,
                                                                        2009                                               2008
                                                                                 Percentage of                                    Percentage of
                                                                                  Receivables                                      Receivables
                                                          Receivables            Outstanding               Receivables            Outstanding
Receivables Outstanding..............                 $    19,772,387                                  $     20,281,380
Receivables Delinquent:
  30-59 Days ...............................                  306,064                 1.55%                      421,158             2.08%
  60-89 Days ...............................                  240,634                 1.22%                      294,486             1.45%
  90-119 Days .............................                   200,383                 1.01%                      236,655             1.17%
  120-149 Days ...........................                    170,865                 0.86%                      199,779             0.99%
  150-179 Days ...........................                    139,642                 0.71%                      164,517             0.81%
  180 or more Days .....................                            5                 0.00%                          102             0.00%
Total .............................................   $     1,057,593                 5.35%            $       1,316,697             6.49%




                                                                               S-15
                                                          Account Delinquency Experience

                                                               As of October 21,                                As of December 21,
                                                                     2011                                              2010
                                                                             Percentage of Total                               Percentage of Total
                                                                                  Accounts                                          Accounts
                                                        Accounts                Outstanding             Accounts                  Outstanding
Accounts Outstanding..................                   36,549,160                                      36,768,070
Accounts Delinquent:
  30-59 Days ...............................                198,008                 0.54%                    185,246                  0.50%
  60-89 Days ...............................                120,268                 0.33%                    124,760                  0.34%
  90-119 Days .............................                  91,297                 0.25%                    103,634                  0.28%
  120-149 Days ...........................                   75,038                 0.21%                     90,730                  0.25%
  150-179 Days ...........................                   56,167                 0.15%                     70,391                  0.19%
  180 or more Days .....................                          3                 0.00%                          4                  0.00%
Total .............................................         540,781                 1.48%                    574,765                  1.56%




                                                                                       As of December 21,
                                                                      2009                                              2008
                                                                             Percentage of Total                               Percentage of Total
                                                                                  Accounts                                          Accounts
                                                        Accounts                Outstanding             Accounts                  Outstanding
  Accounts Outstanding..................                42,944,125                                       46,920,638
  Accounts Delinquent:
    30-59 Days ...............................             249,590                  0.58%                     428,930                0.91%
    60-89 Days ...............................             177,159                  0.41%                     268,486                0.57%
    90-119 Days .............................              141,317                  0.33%                     208,998                0.45%
    120-149 Days ...........................               118,525                  0.28%                     172,051                0.37%
    150-179 Days ...........................                96,242                  0.22%                     140,731                0.30%
    180 or more Days .....................                       2                  0.00%                          74                0.00%
  Total .............................................      782,835                  1.82%                   1,219,270                2.60%




                                                                             S-16
                                                                                    Loss Experience
                                                                                 (Dollars in Thousands)

                                                             Ten Months Ended
                                                                October 21,                                   Securitization Reporting Year
                                                                  2011                          2010                      2009                      2008
             Average Principal
               Receivables Outstanding ....                   $        17,171,173         $    17,547,629          $   17,645,181          $   19,679,121
             Gross Principal Charge-Offs ..                   $         1,143,298         $     1,764,794          $    1,603,030          $    1,624,183
             Gross Principal Charge-Offs
               as a percentage of
               Average Principal
               Receivables Outstanding
               (annualized) ........................                          7.99%              10.06%                    9.08%                   8.25%
             Less: Recoveries....................                 $         140,591       $       147,598          $      164,903          $      264,300
             Net Principal Charge-Offs......                      $       1,002,707       $     1,617,195          $    1,438,128          $    1,359,884
             Net Principal Charge-Offs
               as a percentage of
               Average Principal
               Receivables Outstanding
               (annualized) ........................                        7.01%                  9.22%                   8.15%                    6.91%
             Gross Charge-Off Accounts...                                  950,729              1,506,814               1,553,564               1,945,305
             Average Accounts
               Outstanding.........................                    38,104,907              40,139,347              43,200,788              49,516,627
             Gross Charge-Offs as a
               Percentage of Average
               Accounts Outstanding
               (annualized) ........................                         2.99%                  3.75%                    3.60%                  3.93%




Revenue Experience

     The net revenues collected from finance charges and fees related to accounts in the trust portfolio for each of the
periods shown are set forth in the following table. Fees include late fees, pay by phone fees, over limit fees, balance
transfer fees, cash advance fees and returned check fees.

    We cannot assure you that the future revenue experience for the receivables in the trust portfolio will remain
similar to the historical experience set forth below.

                                                                                  Revenue Experience
                                                                                 (Dollars in Thousands)

                                                                      Ten Months Ended
                                                                         October 21,                               Securitization Reporting Year
                                                                           2011                        2010                    2009                        2008
Average Principal Receivables
  Outstanding ..............................................          $      17,171,173         $    17,547,629         $     17,645,181        $      19,679,121
Collected Finance Charges
  and Fees ....................................................       $       3,309,410         $      4,275,252         $     4,241,337        $          4,582,213
Collected Finance Charges and Fees as a
  percentage of Average Principal
  Receivables Outstanding (annualized).....                                     23.13%                  24.36%                  24.04%                      23.28%

                                                                           Composition of the Trust Portfolio

    The receivables to be conveyed to the trust have been or will be generated from transactions made by holders of
credit card accounts included in the trust portfolio. A description of the bank’s credit card business is contained in the
prospectus under the caption “The Sponsor—Credit Card Activities.”




                                                                                              S-17
     The following tables summarize the trust portfolio by various criteria as of October 31, 2011 for each of the
retailers included in the trust portfolio, except for the “Percentage of Total Receivables Outstanding” column of the
“Composition by Obligor Credit Quality” table, which summarizes the trust portfolio as of the last billing cycle ended
in October 2011 for each of the retailers included in the trust portfolio.

     In December 2011, we designated additional accounts and transferred approximately $750,000,000 of principal
receivables to the trust. These additional accounts are not included in the tables describing the composition of the trust
portfolio in this section.

        For purposes of the tables in this section:
        •       Total Receivables Outstanding is the sum of principal receivables and finance charge receivables (which
                includes fee receivables) included in the trust portfolio in the period indicated.
        •       Accounts is the number of accounts included in the trust portfolio as of the date or in the period indicated.
                                                                      Composition by Retailer
                                                                               Percentage of                      Percentage
                                                          Total Receivables   Total Receivables     Number        of Number
Retailer                                                    Outstanding         Outstanding       of Accounts     of Accounts
JCPenney..........................................        $  4,292,801,602          24.0%            12,517,385      34.3%
Lowe’s .............................................         3,460,122,667          19.3%             4,172,372      11.4%
Wal-Mart (1) ......................................          2,132,136,249          11.9%             2,978,765       8.2%
Sam’s Club(1) ...................................            1,967,663,774          11.0%             3,610,428       9.9%
Sam’s Club Dual Card......................                   1,749,098,336           9.8%             1,440,376       3.9%
Gap Family Dual Card(2)...................                   1,142,989,193           6.4%             2,016,056       5.5%
Belk..................................................         720,285,357           4.0%             2,510,855       6.9%
Dillard’s ...........................................          636,151,803           3.5%             1,158,584       3.2%
Gap(3) ................................................        624,583,490           3.5%             3,561,463       9.7%
Chevron............................................            566,152,702           3.2%             1,665,181       4.6%
JCPenney Dual Card ........................                    301,923,777           1.7%               232,782       0.6%
Other ................................................         327,084,748           1.8%               675,279       1.8%
  Total.............................................      $ 17,920,993,696         100.0%            36,539,526     100.0%

(1)
        Sam’s Club and Wal-Mart are affiliated retailers. Sam’s Club cards may also be used at Wal-Mart locations, and Wal-Mart
        cards may be used at Sam’s Club locations if the cardholder belongs to the club. Figures shown here are based on which
        retailer is identified on the card, not where the purchase was made.
(2)
        Figures presented for Gap Family Dual Card include Old Navy Dual Card, Gap Dual Card and Banana Republic Dual Card,
        which are affiliated retailers. Each of these retailers’ cards may be used at the locations of the other two.
(3)
        Figures presented for Gap include Old Navy, Gap and Banana Republic, which are affiliated retailers. Each of these
        retailers’ cards may be used at the locations of the other two.




                                                                               S-18
                                                                        Composition by Account Balance

                                                                                         Percentage of                       Percentage
                                                                  Total Receivables     Total Receivables        Number      of Number
Account Balance Range                                               Outstanding           Outstanding         of Accounts    of Accounts
Credit Balance.................................                   $     (18,660,173)          -0.1%               455,205        1.2%
No Balance......................................                                 -             0.0%            14,365,028       39.3%
$0.01-$500.00 .................................                       2,156,718,375           12.0%            12,261,433       33.6%
$500.01-$1,000.00 ..........................                          2,863,837,717           16.0%             3,957,247       10.8%
$1,000.01-$2,000.00........................                           4,346,427,222           24.3%             3,077,793        8.4%
$2,000.01-$3,000.00........................                           2,871,184,460           16.0%             1,181,666        3.2%
$3,000.01-$4,000.00........................                           1,913,618,735           10.7%               554,241        1.5%
$4,000.01-$5,000.00........................                           1,518,352,383            8.5%               339,121        0.9%
$5,000.01-$6,000.00........................                             954,972,297            5.3%               175,800        0.5%
$6,000.01-$7,000.00........................                             499,550,711            2.8%                77,503        0.2%
$7,000.01-$8,000.00........................                             302,214,538            1.7%                40,587        0.1%
$8,000.01-$9,000.00........................                             207,848,775            1.2%                24,553        0.1%
$9,000.01-$10,000.00......................                              160,494,987            0.9%                16,930        0.0%
$10,000.01-$15,000.00....................                               131,955,271            0.7%                11,730        0.0%
$15,000.01-$20,000.00....................                                 9,210,651            0.1%                   552        0.0%
$20,000.01 or more .........................                              3,267,748            0.0%                   137        0.0%
  Total............................................               $ 17,920,993,696          100.0%             36,539,526      100.0%



                                                                           Composition by Credit Limit
                                                                                         Percentage of                       Percentage
                                                                  Total Receivables     Total Receivables        Number      of Number
Credit Limit Range                                                  Outstanding           Outstanding         of Accounts    of Accounts
$0.01-$500.00 ......................................              $     434,444,942            2.4%              4,329,650      11.8%
$500.01-$1,000.00 ...............................                     1,222,424,979            6.8%              5,535,809      15.2%
$1,000.01-$2,000.00.............................                      2,721,052,612           15.2%              9,478,242      25.9%
$2,000.01-$3,000.00.............................                      2,698,710,424           15.1%              6,513,162      17.8%
$3,000.01-$4,000.00.............................                      2,014,261,361           11.2%              3,367,838       9.2%
$4,000.01-$5,000.00.............................                      2,370,880,197           13.2%              2,658,934       7.3%
$5,000.01-$6,000.00.............................                      1,738,407,057            9.7%              1,305,198       3.6%
$6,000.01-$7,000.00.............................                      1,335,696,104            7.5%                918,103       2.5%
$7,000.01-$8,000.00.............................                      1,094,066,975            6.1%                835,267       2.3%
$8,000.01-$9,000.00.............................                        706,501,688            3.9%                395,239       1.1%
$9,000.01-$10,000.00...........................                       1,209,511,202            6.7%              1,008,496       2.8%
$10,000.01 or more ..............................                       375,036,156            2.1%                193,588       0.5%
  Total.................................................          $ 17,920,993,696           100.0%            36,539,526      100.0%



                                                                           Composition by Account Age
                                                                                           Percentage of                     Percentage
                                                                    Total Receivables     Total Receivables       Number     of Number
Age                                                                    Outstanding          Outstanding        of Accounts   of Accounts
Up to 6 Months..........................................             $     95,308,489          0.5%                407,638       1.1%
6 Months to 12 Months .............................                       425,919,766          2.4%              1,571,627       4.3%
Over 12 Months to 24 Months...................                          1,184,796,588          6.6%              2,933,327       8.0%
Over 24 Months to 36 Months...................                          1,458,599,777          8.1%              3,239,776       8.9%
Over 36 Months to 48 Months...................                          1,742,878,543          9.7%              3,158,080       8.6%
Over 48 Months to 60 Months...................                          1,765,353,071          9.9%              3,213,045       8.8%
Over 60 Months to 72 Months...................                          1,494,799,347          8.3%              2,585,907       7.1%
Over 72 Months to 84 Months...................                          1,679,433,879          9.4%              2,532,943       6.9%
Over 84 Months to 96 Months...................                          1,080,798,738          6.0%              2,050,310       5.6%
Over 96 Months to 108 Months.................                             799,077,599          4.5%              1,648,372       4.5%
Over 108 Months to 120 Months...............                              759,956,124          4.2%              1,494,919       4.1%
Over 120 Months.......................................                  5,434,071,776         30.3%             11,703,582      32.0%
                                                                     $ 17,920,993,696        100.0%             36,539,526    100.0%
    Total......................................................




                                                                                        S-19
     Except for the applicable states listed below, no state accounted for more than 5% of the number of accounts or 5%
of the total receivables balances, as applicable, as of October 31, 2011 for each of the retailers included in the trust
portfolio. Since the largest number of cardholders (based on billing addresses) whose accounts are designated for the
trust portfolio were in the five states listed below, adverse economic conditions affecting cardholders residing in those
areas could affect timely payment by the related cardholders of amounts due on the accounts and, accordingly, the rate
of delinquencies and losses for the trust portfolio.

                                                                     Composition by Billing Address
                                                                                                       Percentage of                              Percentage
                                                                Total Receivables                     Total Receivables          Number           of Number
State                                                             Outstanding                           Outstanding           of Accounts         of Accounts
Texas....................................................      $     1,800,950,647                          10.0%               3,203,626             8.8%
California .............................................             1,501,160,390                           8.4%               3,468,013             9.5%
Florida..................................................            1,183,004,856                           6.6%               2,393,619             6.6%
North Carolina......................................                   898,800,714                           5.0%               1,721,549             4.7%
New York.............................................                  814,460,365                           4.5%               1,969,146             5.4%
Other ....................................................         11,722,616,723                           65.4%              23,783,573            65.1%
    Total.................................................     $   17,920,993,696                          100.0%              36,539,526           100.0%



                                                                 Composition by Delinquency Status

                                                                                                       Percentage of                              Percentage
                                                                Total Receivables                     Total Receivables          Number           of Number
Aging Status                                                      Outstanding                           Outstanding           of Accounts         of Accounts
Current, Credit and Zero Balance ..........                    $    16,407,253,713                          91.6%              35,242,549            96.5%
1-29 Days ................................................            $756,060,496                           4.2%                 752,373             2.1%
30-59 Days ..............................................             $250,500,942                           1.4%                 197,929             0.5%
60-89 Days ..............................................             $173,941,039                           1.0%                 121,392             0.3%
90-119 Days ............................................              $134,333,685                           0.7%                  91,669             0.3%
120-149 Days ..........................................               $113,815,657                           0.6%                  77,410             0.2%
150 or More Days ...................................                   $85,088,164                           0.5%                  56,204             0.2%
    Total.................................................     $    17,920,993,696                         100.0%              36,539,526          100.0%


     As described under “The Sponsor—Underwriting Process” in the prospectus, the bank uses proprietary scoring
models developed for the bank for purposes of monitoring obligor credit quality. Information obtained from customers
and credit bureaus is electronically transmitted into these proprietary scoring models to determine the probability of an
account becoming 90 or more days past due or becoming a charged-off account, in each case within the next
12 months. Obligor credit quality is monitored at least monthly during the life of an account. The information in the
following table is based on the most recent information available for each account in the trust portfolio. Because the
future composition of the trust portfolio will change over time, obligor credit quality as shown in the table below is not
indicative of obligor credit quality for the trust portfolio at any subsequent time. In addition, the bank’s assessment of
obligor credit quality may change over time depending on the conduct of the cardholder and changes in the proprietary
scoring models used by the bank.

                                                              Composition by Obligor Credit Quality

Probability of an Account Becoming 90 or More Days Past Due or                                                   Total Receivables            Percentage of Total
Becoming Charged-Off (in each case within the next 12 months)                                                      Outstanding              Receivables Outstanding
16.2% and higher ...................................................................................         $      2,041,998,360                   11.39%
7.1%-16.1% ...........................................................................................              2,833,567,014                   15.81%
2.8%-7.0% .............................................................................................             4,291,499,893                   23.95%
Lower than 2.8%....................................................................................                 8,628,353,957                   48.15%
No score.................................................................................................             125,574,472                    0.70%
  Total...................................................................................................   $     17,920,993,696                  100.00%




                                                                                             S-20
                                          Review of Pool Asset Disclosure

     In connection with the offering of the notes, the depositor has performed a review of the transferred receivables
and the disclosure required to be included in this prospectus supplement and the accompanying prospectus relating
to the transferred receivables by Item 1111 of Regulation AB (such disclosure, the “Rule 193 Information”). This
review was designed and effected to provide the depositor with reasonable assurance that the Rule 193 Information
is accurate in all material respects.

     The Rule 193 Information consisting of factual information was reviewed and approved by those officers and
employees of the depositor, the bank and their affiliates who are knowledgeable about such factual information.
Counsel (both internal and external) to the depositor reviewed the Rule 193 Information consisting of descriptions of
portions of the transaction documents and compared that Rule 193 Information to the related transaction documents
to ensure the descriptions were accurate in all material respects. Rule 193 Information consisting of descriptions of
the program agreements for the approved portfolios was reviewed and compared to the applicable program
agreements by officers of the bank familiar with those documents. Officers of the bank and its affiliates also
consulted with internal regulatory personnel and counsel, as well as external counsel, with respect to the description
of the legal and regulatory provisions that may materially and adversely affect the performance of the transferred
receivables or payments on the notes.

     Employees of the bank and its affiliates, with the assistance of a third party engaged by the bank, also
performed a review of the statistical information in the prospectus supplement with respect to the transferred
receivables. The statistical information relating to the transferred receivables was compared to information from the
bank’s database regarding the attributes of such receivables. The results of the review provided validation that the
data is accurate and consistent.

     As described under “The Servicer—Data Processing” in the accompanying prospectus, certain data processing
and administrative functions associated with the servicing of the trust portfolio are currently being performed on
behalf of the bank by First Data Resources, Inc. (“FDR”). Information processed by FDR is transferred to the
bank’s information system, and the statistical information regarding the trust accounts that is included in this
prospectus supplement is derived from the bank’s information system. On a monthly basis, the bank verifies that
data processed by FDR is accurately transferred to the bank’s information systems by reviewing a report that
compares data fields including the total credit limits, delinquency statuses, late fees, finance charges and principal
receivables of all accounts processed by FDR to the corresponding information reflected in the bank’s information
systems for all accounts owned by the bank.

          With respect to the disclosure under “—Compliance with Underwriting Criteria” below, the bank regularly
engages in activities that are designed to monitor and measure compliance with its credit policy, including testing of
automated approval systems and monthly monitoring and compliance checks with respect to credit line decisions
that are not handled through the automated system.

          Underwriting decisions made using the automated system are reviewed and affirmed using a two-pronged
approach. First, on a quarterly basis a “risk scorecard health check” is conducted by the bank underwriting and risk
team to assess the design of the automated system and the appropriate weighting of the credit bureau information to
predict future performance. Based on the results of each such test, adjustments to the automated system logic may
be made. Second, employees of the bank and its affiliates perform a process check at least monthly to verify that the
applications approved and lines granted by the automated system are within the parameters established by the
system’s designers, ensuring that the automated process is not producing unintended results. All recent results from
both the risk scorecard health check have been satisfactory and all recent process checks have verified that no
accounts outside of the system’s parameters have been originated.

         As described in more detail under “—Compliance with Underwriting Criteria” below, if a cardholder
requests a credit line that exceeds the amount set by the automated system, the related application is forwarded to a
group referred to as “Credit Solutions” for further consideration. Credit line decisions made by the Credit Solutions
group are monitored through a monthly process during which each underwriter has a minimum number of fifteen


                                                         S-21
credit line decisions reviewed by a bank quality control analyst who rates each decision in accordance with an
established review methodology.

         Since July 1, 2010, additional procedures have been implemented to monitor the activities of the Credit
Solutions group. On a monthly basis, a bank compliance team screens all accounts that were handled by the Credit
Solutions group to identify accounts that are considered higher risk for policy non-compliance. Such accounts are
then re-underwritten to determine whether there were any exceptions from underwriting guidelines with respect to
the credit lines granted on such accounts. Approximately 11% of all accounts reviewed by Credit Solutions went
through this re-underwriting process between July 1, 2010 and December 31, 2011. The results of this review are
described under “—Compliance with Underwriting Criteria” below.

          In connection with account additions, the depositor periodically identifies accounts that meet the trust
eligibility criteria by screening the inventory of accounts owned by the bank for the applicable characteristics. The
depositor then prepares a report that shows the applicable account characteristics for the accounts that passed the
screen. This report is reviewed by the bank to ensure that the screen properly excluded any ineligible accounts.

     Portions of the review of the legal, regulatory and statistical information were performed with the assistance of
third parties engaged by the depositor, which determined the nature, extent and timing of the review and the level of
assistance provided by the third parties. The depositor had ultimate authority and control over, and assumes all
responsibility for, the review and the findings and conclusions of the review. The depositor attributes all findings
and conclusions of the review to itself.

          After undertaking the review described above, the depositor has concluded that it has reasonable assurance
that the Rule 193 Information in this prospectus supplement and the accompanying prospectus is accurate in all
material respects.

                                      Compliance with Underwriting Criteria

    As described under “The Sponsor—Underwriting Process,” the bank makes virtually all underwriting and
authorization decisions using an automated system that considers credit bureau information that is run through
proprietary scoring models developed for the bank to calculate each applicant’s credit score. This automated system
drives all decisions to approve or decline a customer’s request for credit and also sets an initial credit line on each
approved customer’s account, in each case without any underwriter discretion.

          In cases where a newly approved cardholder or an existing cardholder has requested a credit line that
exceeds the amount set by the automated system, the related application is forwarded to the Credit Solutions group
for further consideration. Once accounts are received by the Credit Solutions group, all requests for a higher credit
line are screened through a system that considers each applicant’s bankruptcy history and ability to pay. All
accounts considered by the Credit Solutions group that pass the initial screen are then assessed by underwriters
according to operating procedures that consider factors such as credit grade, disposable income, debt-to-income ratio
and delinquency history. If an applicant satisfies all criteria specified by the operating procedures, the reviewing
underwriter may, on a discretionary basis, grant a higher credit line up to a specified multiple of the automated
system’s recommendation. If the application satisfies more than a minimum number of the criteria, but less than all
of the criteria, the reviewing underwriter may grant a higher line up to designated levels, but only with pre-approval
of a manager. 32,776 credit line decisions relating to accounts in the trust portfolio, including new origination and
adjustments to existing credit lines, were received by the Credit Solutions group between July 1, 2010 and
December 31, 2011 and a subset of these credit line decisions that passed the initial screen described above were
subject to judgmental underwriting by the Credit Solutions group during the same time period.

         Based on a review of the credit line decisions made by the Credit Solutions group between July 1, 2010 and
December 31, 2011, the depositor has identified 845 credit line decisions relating to accounts in the trust portfolio as
exceptions to the underwriting guidelines disclosed in this prospectus supplement and the accompanying prospectus.
Of these 845 credit line decisions, the vast majority were granted at or under the designated maximum level
permitted by the operating procedures, however such accounts lacked the requisite manager pre-approval. The
remainder of the exceptions were determined to be exceptions for credit-related reasons. The aggregate principal


                                                         S-22
balance of all trust accounts for which exceptions were identified represents less than 0.01% of the aggregate
principal balance of the transferred receivables.

         In addition, no more than 0.10% of the trust accounts are accounts that the bank acquired from third parties.
The bank did not re-underwrite these acquired accounts, therefore such accounts were not originated in accordance
with the procedures described in this prospectus supplement and the accompanying prospectus.

          The bank determined to include the receivables for which exceptions were identified and the receivables
arising in the acquired accounts in the trust portfolio because the exceptions or, in the case of the acquired accounts,
the fact that the accounts were not underwritten in accordance with the disclosed policies, would not have a material
adverse effect on the trust, and therefore the exceptions do not cause the receivables to be ineligible for sale to the
trust.

                                                Static Pool Information

     Static pool information for the trust portfolio relating to gross charge-offs, delinquencies, yield and payment rate
can be located at the following website address:
http://www.ge.com/pdf/investors/investing/abs_reports/ccc_master_note/GEMNT_static_pool_data_for_series_2012-
1.pdf.

    Static pool information provided on the website for periods before January 1, 2006 is not deemed to be part of this
prospectus supplement or the registration statement for the notes.

                                               Maturity Considerations

     Series 2012-1 will always be in one of three periods—the revolving period, the controlled accumulation period or
the early amortization period. Unless an early amortization event occurs, each class of notes will not receive payments
of principal until the expected principal payment date for the Series 2012-1 notes. The expected principal payment date
for the Series 2012-1 notes will be the payment date in January 2015. We expect, but cannot assure you, that the trust
will have sufficient funds to pay the full principal amount of the Series 2012-1 notes on the expected principal payment
date for the Series 2012-1 notes. However, if an early amortization event occurs, principal payments for the
Series 2012-1 notes may begin prior to the expected principal payment date.

Controlled Accumulation Period

     During the controlled accumulation period, principal allocated to the Series 2012-1 noteholders will accumulate in
the principal accumulation account in an amount calculated to pay the Class A notes, the Class B notes and the Class C
notes in full on the expected principal payment date. We expect, but cannot assure you, that the amounts available in
the principal accumulation account on the expected principal payment date will be sufficient to pay in full the
outstanding principal amount of the Series 2012-1 notes. If there are not sufficient funds on deposit in the principal
accumulation account to pay any class of notes in full on the expected principal payment date, an early amortization
event will occur and the early amortization period will begin.

Early Amortization Period

     If an early amortization event occurs during either the revolving period or the controlled accumulation period, the
early amortization period will begin. On each payment date during the early amortization period, principal allocated to
the Series 2012-1 noteholders, including any amount on deposit in the principal accumulation account will be paid:

    •    first to the Class A noteholders, up to the outstanding principal amount of the Class A notes;

    •    then to the Class B noteholders, up to the outstanding principal amount of the Class B notes; and

    •    then to the Class C noteholders, up to the outstanding principal amount of the Class C notes.



                                                          S-23
     The trust will continue to pay principal in the priority noted above to the noteholders on each payment date during
the early amortization period until the earliest of the date the notes are paid in full, the date on which the collateral
amount is reduced to zero and the Series 2012-1 final maturity date, which is the January 2018 payment date. No
principal will be paid on the Class B notes until the Class A notes have been paid in full. Except as described under
“Description of Series Provisions—Spread Account Distributions,” no principal will be paid on the Class C notes until
the Class A notes and Class B notes have been paid in full.

Payment Rates

     The payment rate on the receivables is the most important factor that will determine the size of principal payments
during an early amortization period and whether the trust has funds available to repay the notes on the expected
principal payment date. The following Cardholder Monthly Payment Rates table sets forth the highest and lowest
cardholder monthly payment rates on the credit card accounts in the trust portfolio during any Monthly Period in the
Securitization Reporting Years or portion thereof, as applicable, shown, in each case calculated as a percentage of the
Principal Receivables Outstanding as of the first day of each Monthly Period during the Securitization Reporting Years
or portion thereof, as applicable, shown. Payment rates shown in the table are based on amounts that would be deemed
payments of principal receivables with respect to the accounts. For purposes of these calculations, Principal
Receivables Outstanding are principal receivables included in the trust portfolio in the period indicated. Each
Securitization Reporting Year is the period of twelve Monthly Periods ending on December 21st of the related calendar
year.

     The Payment Status table in this section shows the average for all billing cycles in the period indicated of the
payments made on the receivables that fall within each of the following categories: (1) less than minimum payment,
(2) minimum payment, (3) greater than minimum payment, but less than full payment and (4) full payment or greater
than full payment. For any billing cycle, the percentage of payments in each category is calculated by dividing the
number of accounts with payments in that category by the total amount of all accounts that were required to make
payments on the receivables.

     Although we have provided historical data concerning the payment rates on the receivables and the percentage of
the receivables falling in each payment category, because of the factors described in the prospectus under “Risk
Factors,” we cannot provide you with any assurance that the levels and timing of payments on receivables in the trust
portfolio from time to time will be similar to the historical experience described in the following tables for the trust
portfolio or that deposits into the principal accumulation account will equal the applicable controlled accumulation
amount. The trust may shorten the controlled accumulation period and, in that event, we cannot provide any assurance
that there will be sufficient time to accumulate all amounts necessary to pay the outstanding principal amount of the
Series 2012-1 notes on the expected principal payment date.

                                                                       Cardholder Monthly Payment Rates
                                                                                             Ten Months Ended
                                                                                                October 21,                  Securitization Reporting Year
                                                                                                  2011               2010                  2009             2008
Lowest Month ............................................................................        14.02%             13.21%                11.92%           11.27%
Highest Month............................................................................        15.09%             14.74%                13.31%           13.71%
Monthly Average .......................................................................          14.42%             13.82%                12.62%           12.80%



                                                                                            Payment Status
                                                                                                                  Percentage of Accounts
                                                                                               Ten Billing       Twelve Billing    Twelve Billing      Twelve Billing
                                                                                             Cycles Ended in    Cycles Ended in   Cycles Ended in     Cycles Ended in
                                                                                             October 21, 2011   December 2010     December 2009       December 2008
Less than Minimum Payment .....................................................                  10.40%             11.05%            12.74%              16.37%
Minimum Payment......................................................................            14.30%             12.67%            13.95%              13.25%
Greater Than Minimum Payment, Less than Full Payment .......                                     43.55%             45.22%            45.71%              44.63%
Full Payment or Greater than Full Payment ...............................                        31.74%             31.05%            27.60%              25.74%




                                                                                                 S-24
     We cannot assure you that the cardholder monthly payment rates or the payment experience for the trust portfolio
in the future will be similar to the historical experience set forth in the tables above. In addition, the amount of
collections of receivables may vary from month to month due to seasonal variations, general economic conditions,
payment habits of individual cardholders and changes in minimum payment formulas.

                                                    Use of Proceeds

    We will receive the net proceeds from the sale of the Series 2012-1 notes and will use those proceeds for general
corporate purposes.

                                           Description of Series Provisions

     We have summarized the material terms of the Series 2012-1 notes below and under “Description of the Notes” in
the accompanying prospectus.

General

    The Class A notes, the Class B notes and the Class C notes comprise the Series 2012-1 notes and will be issued
under the indenture, as supplemented by the Series 2012-1 indenture supplement, in each case between the trust and the
indenture trustee.

     The Class A notes will be issued in minimum denominations of $100,000 and higher integral multiples of $1,000
and will be available only in book-entry form, registered in the name of Cede & Co., as nominee of DTC. The Class B
notes will be issued in minimum denominations of $100,000 and higher integral multiples of $1 and will be available
only in book-entry form, registered in the name of Cede & Co., as nominee of DTC. See “Description of the Notes—
General,” “—Book-Entry Registration” and “—Definitive Notes” in the accompanying prospectus. Payments of interest
and principal will be made on each payment date on which those amounts are due to the noteholders in whose names
the Series 2012-1 notes were registered on the related record date, which will be the last business day of the calendar
month preceding that payment date.

Collateral Amount

     Your notes are secured by the transferred receivables. The amount of the collateral for your notes, which we call
the collateral amount, will initially be $946,372,240 and will thereafter be reduced by:

    (a)   all principal collections applied to make principal payments on the Series 2012-1 notes (other than
          principal payments made from funds on deposit in the spread account) or deposited into the principal
          accumulation account;

    (b) reductions in the excess collateral amount that result from reductions in the required excess collateral
        amount as described under “—Excess Collateral Amount” below; and

    (c)   all reductions to the collateral amount as a result of defaulted principal receivables or uncovered dilution
          allocated to your series or reallocations of principal collections to cover interest, payments to the indenture
          trustee, the owner trustee and the administrator for the trust and the monthly servicing fee payments for
          your series that have not been reimbursed.

    The collateral amount cannot be less than zero.

     Reductions described in clause (c) above will be reimbursed to the extent that finance charge collections are
available for that purpose on any subsequent payment date.




                                                          S-25
Allocation Percentages

     The servicer, on behalf of the trust, will allocate among the collateral amount for your series, the collateral amount
of each other series of notes issued and outstanding and the Free Equity Amount, the following items: collections of
finance charge receivables and principal receivables, defaulted principal receivables and dilution amounts that are not
offset by the Free Equity Amount or reimbursed by us.

   On any day, the allocation percentage for your series will be the percentage equivalent—which may not exceed
100%—of a fraction:

    •    the numerator of which is:

         •     for purposes of allocating finance charge collections and defaulted principal receivables at all times
               and principal collections during the revolving period, equal to the collateral amount as measured at the
               end of the prior Monthly Period (or, in the case of the Monthly Period during which the closing date
               occurs, on the closing date); or

         •     for purposes of allocating principal collections during the controlled accumulation period and the early
               amortization period, prior to the date on which the amount on deposit in the principal accumulation
               account equals the outstanding principal amount of the notes, equal to the collateral amount as of the
               end of the revolving period, and, thereafter, zero; and

         •     the denominator of which is the greater of:

         (a)   except as described in the last sentence of the following paragraph, the Aggregate Principal
               Receivables as of a specified date; and

         (b) the sum of the numerators used to calculate the applicable allocation percentages for all series of notes
             outstanding as of the date of determination.

    The denominator referred to above will initially be set as of the closing date. The denominator will be reset for
purposes of allocating principal collections, finance charge collections and defaulted principal receivables at the end of
each Monthly Period and on the following dates, which are referred to as “reset dates” in this prospectus supplement:

    •    on each date on which additional accounts are designated to the trust portfolio;

    •    on each date on which accounts are removed from the trust portfolio in an aggregate amount approximately
         equal to the collateral amount of any series that has been paid in full;

    •    on each date on which there is an increase in the outstanding balance of any variable interest issued by the
         trust; and

    •    on each date on which a new series or class of notes is issued.

    If a reset date occurs and the trust is permitted to make a single monthly deposit to the collection account, the
denominator referred to in clause (a) above will instead equal the Average Principal Balance for the related Monthly
Period.

Interest Payments

     The outstanding principal amount of the Class A notes will accrue interest from and including the closing date to
but excluding March 15, 2012, and for each following interest period, at a fixed rate of 1.03% per year for the related
interest period.




                                                           S-26
     The outstanding principal amount of the Class B notes will accrue interest from and including the closing date to
but excluding March 15, 2012, and for each following interest period, at a fixed rate of 1.62% per year for the related
interest period.

     The outstanding principal amount of the Class C notes will accrue interest from and including the closing date to
but excluding March 15, 2012, and for each following interest period, at a fixed rate of 2.42% per year for the related
interest period.

   Each interest period will begin on and include a payment date and end on but exclude the next payment date.
However, the first interest period will begin on and include the closing date.

    Interest on the Class A notes, the Class B notes and the Class C notes will be calculated based on a 360-day year of
twelve 30-day months.

     If the trust does not pay interest as calculated above to any class on a payment date, the amount not paid will be
due on the next payment date, together with interest on the overdue amount of regular monthly interest at 2% plus the
interest rate payable on the notes for the applicable class.

Revolving Period; Source of Principal Payments

    During the revolving period, no principal payments will be made on your notes. During the controlled
accumulation period and the early amortization period, deposits to the principal accumulation account and principal
payments on the Series 2012-1 notes, as applicable, will be made on each payment date from the following sources:

    (a)   principal collections allocated to your series based on your allocation percentage and required to be
          deposited into the collection account for your series, less any amounts required to be reallocated to cover
          interest payments on the Series 2012-1 notes, certain fees and expenses payable to the indenture trustee,
          the owner trustee and the administrator for the trust or monthly servicing fee payments; plus

    (b) any amount on deposit in the excess funding account allocated to your series on that payment date; plus

    (c)   any finance charge collections or other amounts required to be treated as principal collections in order to
          cover the share of defaulted principal receivables, uncovered dilution amounts and shortfalls in the
          Minimum Free Equity Amount allocated to your series or to reinstate prior reductions to the collateral
          amount; plus

    (d) any principal collections from other series that are shared with your series.

Controlled Accumulation Period

     The controlled accumulation period is scheduled to commence on November 22, 2014, and to last one month. On
each determination date until the controlled accumulation period begins, the servicer, on behalf of the trust, will review
the amount of expected principal collections and determine the number of months expected to be required to fully fund
the principal accumulation account by the expected principal payment date as described under “Description of the
Notes—Length of Controlled Accumulation Period” in the accompanying prospectus. If the number of months needed
to fully fund the principal accumulation account by the expected principal payment date is less than or more than the
number of months in the scheduled controlled accumulation period, the trust will either postpone the controlled
accumulation period or start the controlled accumulation period earlier than the then-currently scheduled controlled
accumulation period, as applicable, so that the number of months in the scheduled controlled accumulation period
equals the number of months expected to be needed to fully fund the principal accumulation account by the expected
principal payment date. In no event will the controlled accumulation period be less than one month.

    On each payment date relating to the controlled accumulation period, funds will be deposited in the principal
accumulation account in amount equal to the least of:



                                                          S-27
    (1) funds available for this purpose for your series with respect to that payment date;

    (2) the outstanding principal amount of the Series 2012-1 notes as of the last day of the revolving period,
        divided by the number of months in the controlled accumulation period, plus any amounts required to be
        deposited to the principal accumulation account on prior payment dates that have not yet been deposited;

    (3) an amount equal to the outstanding principal amount of the notes, minus the amount on deposit in the
        principal accumulation account prior to any deposits on that date; and

    (4) the collateral amount.

     Any remaining funds not deposited in the principal accumulation account first will be made available to other
series as shared principal collections and second will either be deposited in the excess funding account under the
circumstances described under “The Trust—Capitalization of Trust; Minimum Free Equity Amount” and “—Shared
Principal Collections” in the accompanying prospectus or distributed to us or our assigns. During the controlled
accumulation period, if the excess collateral amount exceeds the required excess collateral amount, the excess collateral
amount will be reduced, but not below the required excess collateral amount, by the amount of funds applied as
described in the preceding sentence.

     Unless an early amortization period commences prior to the expected principal payment date, amounts in the
principal accumulation account will be paid on the expected principal payment date to the Class A noteholders until the
outstanding principal amount of the Class A notes has been paid in full, then to the Class B noteholders until the
outstanding principal amount of the Class B notes has been paid in full and then to the Class C noteholders until the
outstanding principal amount of the Class C notes has been paid in full.

Early Amortization Period

     On each payment date relating to the early amortization period, the Class A noteholders will be entitled to receive
funds available for principal payments for Series 2012-1 for the related Monthly Period in an amount up to the
outstanding principal amount of the Class A notes.

     After payment in full of the outstanding principal amount of the Class A notes, the Class B noteholders will be
entitled to receive, on each payment date relating to the early amortization period, the remaining available funds for
Series 2012-1 for the related Monthly Period in an amount up to the outstanding principal amount of the Class B notes.

     After payment in full of the outstanding principal amount of the Class A notes and the Class B notes, the Class C
noteholders will be entitled to receive, on each payment date relating to the early amortization period, the remaining
available funds for Series 2012-1 for the related Monthly Period in an amount up to the outstanding principal amount of
the Class C notes.

     See “—Early Amortization Events” below for a discussion of events that might lead to the commencement of the
early amortization period.

Subordination

     The Class B notes are subordinated to the Class A notes. The Class C notes are subordinated to the Class A notes
and the Class B notes. The excess collateral amount is subordinated to all three classes of notes. Interest payments will
be made on the Class A notes prior to being made on the Class B notes and the Class C notes. Interest payments will
be made on the Class B notes prior to being made on the Class C notes.

    Principal payments on the Class B notes will not begin until the Class A notes have been paid in full. Except as
described under “Description of Series Provisions—Spread Account Distributions,” principal payments on the Class C
notes will not begin until the Class A notes and the Class B notes have been paid in full.




                                                          S-28
     The collateral amount for your series will be reduced as the collateral is applied for the benefit of your series, for
instance as principal payments are made on your series (other than principal payments made from funds on deposit in
the spread account). In addition, the collateral amount can be applied for the benefit of your series in two other ways:

    •     by reallocating principal collections to make interest payments, to pay the fees of the indenture trustee, the
          owner trustee and the administrator for the trust and monthly servicing fee payments for your series, when
          finance charge collections are not sufficient to make these payments; and

    •     to absorb your series’ share of defaulted principal receivables and any uncovered dilution amounts, when
          finance charge collections are not sufficient to cover these amounts.

     The excess collateral amount provides credit enhancement by absorbing these types of reductions. If the total
amount of these latter two types of reductions exceeds the excess collateral amount, then the Class C notes may not be
repaid in full. If the total amount exceeds the excess collateral amount and the principal amount of the Class C notes,
then the Class B notes may not be repaid in full. If the total amount exceeds the sum of the excess collateral amount
and the principal amounts of the Class C notes and the Class B notes, then the Class A notes may not be repaid in full.

     If receivables are sold after an event of default, the net proceeds of that sale would be paid first to the Class A
notes, then to the Class B notes and finally to the Class C notes, in each case until the outstanding principal amount of
the specified class and all accrued and unpaid interest payable to that class have been paid in full.

Application of Finance Charge Collections

     We refer to your series’ share of finance charge collections, including recoveries, net investment proceeds
transferred from the principal accumulation account, amounts withdrawn from the reserve account and any available
excess finance charge collections from other series, collectively, as finance charge collections. On each payment date,
the servicer, on behalf of the trust, will apply your series’ share of finance charge collections for the preceding Monthly
Period in the following order:

    (1)     to pay, pro rata, the following amounts allocated to your series: the accrued and unpaid fees and other
            amounts owed to the indenture trustee up to a maximum amount of $25,000 for each calendar year,
            accrued and unpaid fees and other amounts owed to the owner trustee up to a maximum amount of
            $25,000 for each calendar year, and accrued and unpaid fees and other amounts owed to the
            administrator for the trust up to a maximum amount of $25,000 for each calendar year;

    (2)     to pay the servicing fee for your series for the prior Monthly Period and any overdue servicing fee (to the
            extent not directly paid by the trust to the servicer during the month);

    (3)     to pay interest on the Class A notes, including any overdue interest and additional interest on the overdue
            interest;

    (4)     to pay interest on the Class B notes, including any overdue interest and additional interest on the overdue
            interest;

    (5)     to pay interest on the Class C notes, including any overdue interest and additional interest on the overdue
            interest;

    (6)     an amount equal to your series’ share of the defaulted principal receivables and uncovered dilution, if
            any, for the related Monthly Period, will be treated as principal collections for that Monthly Period;

    (7)     an amount equal to any previous reductions to the collateral amount on account of defaulted principal
            receivables, uncovered dilution or reallocations of principal collections in each case not previously
            reimbursed will be treated as principal collections for that Monthly Period;




                                                            S-29
    (8)        on and after the reserve account funding date, to deposit into the reserve account an amount equal to the
               excess, if any, of the required reserve account amount over the amount then on deposit in the reserve
               account;

    (9)        to deposit into the spread account an amount equal to the excess, if any, of the required spread account
               amount over the amount then on deposit in the spread account;

    (10)       without duplication of the amount specified in clause (6) in respect of the uncovered dilution amount, an
               amount equal to the Series Allocation Percentage (calculated by excluding any series of notes that is
               excluded from this calculation in the related indenture supplement) of the excess, if any, of the Minimum
               Free Equity Amount over the Free Equity Amount will be treated as principal collections for that
               Monthly Period;

    (11)       unless an early amortization event has occurred, to pay, pro rata, any amounts owed to the indenture
               trustee, the owner trustee and the administrator for the trust to the extent allocated to your series and not
               paid pursuant to clause (1) above;

    (12)       to cover any shortfalls in finance charge collections for other outstanding series in group one; and

    (13)       if an early amortization event has occurred, first, to make principal payments on the Class A notes, the
               Class B notes and the Class C notes, in that order of priority, to the extent principal collections, including
               shared principal collections, allocated to your series are not sufficient to pay the notes in full, and,
               second, to pay, pro rata, any amounts owed to the indenture trustee, the owner trustee and the
               administrator for the trust to the extent allocated to your series and not paid pursuant to clause (1) above.

Reallocation of Principal Collections

     If finance charge collections available to your series are not sufficient to pay the aggregate amount of those
payments described in clauses (1) through (5) under the caption “—Application of Finance Charge Collections” above,
then principal collections allocated to your series will be reallocated to cover these amounts. Any reallocation of
principal collections is a use of the collateral for your notes. Consequently, these uses will reduce the remaining
collateral amount by the amount that was reallocated. The amount of principal collections that will be reallocated on
any payment date will not exceed the sum of the amounts described in the following clauses (1) through (3):

    (1) the lesser of:

           •     the excess of (a) the amount needed to make the payments described in clauses (1), (2) and (3) under
                 the caption “—Application of Finance Charge Collections” above over (b) the amount of finance
                 charge collections available to cover these amounts; and

           •     the excess, if any, of (a) 20.75% of the initial collateral amount over (b) the sum of (i) the amount of
                 unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly
                 Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment
                 date and (iii) any reductions to the collateral amount on account of reductions to the required excess
                 collateral amount;

    (2) the lesser of:

           •     the excess of (a) the amount needed to make the payments described in clause (4) under the caption
                 “—Application of Finance Charge Collections” above over (b) the amount of finance charge
                 collections available to cover these amounts; and

           •     the excess, if any, of (a) 10.75% of the initial collateral amount over (b) the sum of (i) the amount of
                 unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly
                 Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment


                                                              S-30
              date and after giving effect to the reallocation of principal collections to make the payments described
              in clauses (1), (2) and (3) under the caption “—Application of Finance Charge Collections” above on
              the then current payment date and (iii) any reductions to the collateral amount on account of reductions
              to the required excess collateral amount; and

    (3) the lesser of:
         •    the excess of (a) the amount needed to make the payments described in clause (5) under the caption
              “—Application of Finance Charge Collections” above over (b) the amount of finance charge
              collections and amounts withdrawn from the spread account that are available to cover that amount;
              and

         •    the excess, if any, of (a) 4.00% of the initial collateral amount over (b) the sum of (i) the amount of
              unreimbursed investor charge-offs after giving effect to investor charge-offs for the related Monthly
              Period, (ii) the amount of unreimbursed reallocated principal collections as of the previous payment
              date and after giving effect to the reallocation of principal collections to make the payments described
              in clauses (1) through (4) under the caption “—Application of Finance Charge Collections” above on
              the then current payment date and (iii) any reductions to the collateral amount on account of reductions
              to the required excess collateral amount.

Investor Charge-Offs

    A portion of the defaulted principal receivables in each charged-off account will be allocated to the collateral
amount for your series in an amount equal to your series’ allocation percentage on the date the account is charged-off.
The allocation percentage is described under “—Allocation Percentages” above.

     Dilution will also be allocated to the collateral amount for your series in the circumstances described in “The
Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs” in the accompanying prospectus. If dilution is
allocated among each series for any Monthly Period, your series’ share of dilution will equal:

    (1) dilution to be allocated to all series for that Monthly Period, times

    (2) the Series Allocation Percentage for that Monthly Period, which will be determined on a weighted average
        basis for any Monthly Period in which a reset date occurs.

     On each payment date, if the sum of the defaulted principal receivables and any remaining uncovered dilution
allocated to the collateral amount for your series is greater than the finance charge collections used to cover those
amounts, then the collateral amount will be reduced by the amount of the excess. Any reductions in the collateral
amount on account of defaulted principal receivables and uncovered dilution will be reimbursed to the extent that
finance charge collections are available for that purpose on any subsequent payment date.

Sharing Provisions

     Your series is in group one for purposes of sharing excess finance charge collections. Your series will share excess
finance charge collections with other series in group one. See “Description of the Notes—Shared Excess Finance
Charge Collections” in the accompanying prospectus.

     Your series is a principal sharing series; however, your series will not be entitled to share excess principal
collections from other series on any payment date during the early amortization period that is prior to the expected
principal payment date unless all outstanding series of notes are in early amortization periods. See “Description of the
Notes—Shared Principal Collections” in the accompanying prospectus.




                                                          S-31
Principal Accumulation Account

    The trust will establish and maintain a segregated trust account to serve as the principal accumulation account.
During the controlled accumulation period, the servicer, on behalf of the trust, will make deposits to the principal
accumulation account as described under “—Principal Payments” in the accompanying prospectus.

     Funds on deposit in the principal accumulation account will be invested to the following payment date by the trust
in highly rated investments that meet the criteria described in the indenture supplement. Investment earnings, net of
investment losses and expenses, on funds on deposit in the principal accumulation account will be deposited in the
collection account and treated as finance charge collections available to your series for the related Monthly Period. If,
for any payment date, these net investment earnings are less than the sum of:

    (a)   the product of (1) a fraction, the numerator of which is equal to the balance of the principal accumulation
          account, up to the outstanding principal amount of the Class A notes, on the last day of the calendar month
          preceding that payment date, and the denominator of which is equal to the outstanding principal amount of
          the Class A notes on the last day of the calendar month preceding that payment date and (2) the Class A
          monthly interest payment;

    (b) the product of (1) a fraction, the numerator of which is equal to the lesser of (i) the outstanding principal
        amount of the Class B notes on the last day of the calendar month preceding that payment date and (ii) the
        balance of the principal accumulation account in excess of the outstanding principal amount of the Class A
        notes on the last day of the calendar month preceding that payment date, and the denominator of which is
        equal to the outstanding principal amount of the Class B notes on the last day of the calendar month
        preceding that payment date and (2) the Class B monthly interest payment; and

    (c)   the product of (1) a fraction, the numerator of which is equal to the balance of the principal accumulation
          account in excess of the outstanding principal amount of the Class A notes and Class B notes on the last
          day of the calendar month preceding that payment date, and the denominator of which is equal to the
          outstanding principal amount of the Class C notes on the last day of the calendar month preceding that
          payment date and (2) the Class C monthly interest payment;

then the trust will withdraw the amount of the shortfall, to the extent required and available, from the reserve account
and deposit it in the collection account for use as finance charge collections that are available to your series.

Excess Collateral Amount

     An excess collateral amount provides credit enhancement for your series. The initial excess collateral amount will
be $37,854,890, which equals 4.00% of the initial collateral amount. The excess collateral amount at any time will
equal the excess of the collateral amount for your series, calculated without reduction on account of funds on deposit in
the principal accumulation account, over the outstanding principal amount of the Series 2012-1 notes.

     On each payment date during the controlled accumulation period and early amortization period, the excess
collateral amount will be decreased by the amount of funds that are available, but not required, to be deposited into the
principal accumulation account on that payment date. However, no such reduction will be permitted to reduce the
excess collateral amount below the required excess collateral amount. See “Description of Series Provisions—
Controlled Accumulation Period” in this prospectus supplement and “Credit Enhancement—Excess Collateral
Amount” in the accompanying prospectus.

   The required excess collateral amount for your series on any day is currently equal to 4.00% of the total collateral
amount on that day. However, a percentage lower than 4.00% may be used to calculate the required excess collateral
amount in the future if the Rating Agency Condition is satisfied. In addition:

    (a)   except as provided in clause (c), the required excess collateral amount will never be less than 3.00% of the
          initial collateral amount,



                                                          S-32
    (b) except as provided in clause (c), the required excess collateral amount will not be reduced during an early
        amortization period, and

    (c)   the required excess collateral amount will never exceed the aggregate outstanding principal amount of the
          notes, minus the balance on deposit in the principal accumulation account.

Reserve Account

      The trust will establish and maintain a segregated account to serve as the reserve account. The reserve account is
established to assist with the distribution of interest on the notes during the controlled accumulation period and on the
first payment date with respect to the early amortization period. On each payment date from and after the reserve
account funding date, but prior to the termination of the reserve account, the trust will apply finance charge collections
available to your series at the priority identified above under “—Application of Finance Charge Collections” to
increase the amount on deposit in the reserve account to the extent the amount on deposit in the reserve account is less
than the required reserve account amount.

     Unless the Rating Agency Condition is satisfied with respect to the postponement of the reserve account funding
date, the reserve account funding date will be a date selected by the servicer, on behalf of the trust, that is not later than
the payment date with respect to the Monthly Period which commences three months prior to the commencement of
the controlled accumulation period.

     The required reserve account amount for any payment date on or after the reserve account funding date will be
equal to (a) 0.50% of the outstanding principal amount of the notes or (b) any other amount designated by the trust,
provided that at any time during which the controlled accumulation period length is equal to one month, the required
reserve account amount will be $0.00. The trust may only designate a lesser amount if the Rating Agency Condition is
satisfied and we will certify to the indenture trustee that, based on the facts known to the certifying officer at the time,
in our reasonable belief, the designation will not cause an early amortization event to occur for Series 2012-1.

     On each payment date, after giving effect to any deposit to be made to, and any withdrawal to be made from, the
reserve account on that payment date, the trust will withdraw from the reserve account an amount equal to the excess, if
any, of the amount on deposit in the reserve account over the required reserve account amount, and the amount
withdrawn will no longer be available for your notes. Any amounts withdrawn from the reserve account and distributed
to us or our assigns will not be available for distribution to the noteholders.

     All amounts on deposit in the reserve account on any payment date—after giving effect to any deposits to, or
withdrawals from, the reserve account to be made on that payment date—will be invested to the following payment
date by the trust, in highly rated investments that meet the criteria described in the indenture supplement. The interest
and other investment income, net of losses and investment expenses, earned on these investments will be either retained
in the reserve account to the extent the amount on deposit is less than the required reserve account amount or deposited
in the finance charge account for your series and treated as finance charge collections available to your series.

     On or before each payment date with respect to the controlled accumulation period and on or before the first
payment date with respect to the early amortization period, the trust will withdraw from the reserve account and deposit
in the collection account an amount equal to the least of:

    (1) the amount then on deposit in the reserve account with respect to that payment date;

    (2) the amount of the shortfall described under “—Principal Accumulation Account” above; and

    (3) the required reserve account amount.

     Amounts withdrawn from the reserve account on any payment date will be included as finance charge collections
available to your series for that payment date.

    The reserve account will be terminated upon the earliest to occur of:


                                                            S-33
    (1) the first payment date for the early amortization period;

    (2) the expected principal payment date; and

    (3) the termination of the trust.

    Upon the termination of the reserve account, all amounts on deposit in the reserve account, after giving effect to
any withdrawal from the reserve account on that date, will be distributed to us or our assigns. Any amounts withdrawn
from the reserve account and distributed to us or our assigns will not be available for distribution to the noteholders.

Spread Account

    The trust will establish and maintain as a segregated account primarily for the benefit of the Class C noteholders to
serve as the spread account. Amounts on deposit in the spread account will be used as described below under “—
Spread Account Distributions.”

     The spread account initially will not be funded, but will be funded up to the required spread account amount on
each payment date from finance charge collections allocated to your series to the extent available for that purpose. Prior
to the occurrence of an event of default and acceleration of the Series 2012-1 notes, the required spread account
amount will never exceed the outstanding principal amount of the Class C notes after taking into account any
payments to be made on that payment date. The required spread account amount may be changed at any time without
the consent of the Class A or Class B noteholders.

     Funds on deposit in the spread account will be invested by the trust in highly rated investments that meet the
criteria described in the indenture supplement. Investment earnings, net of losses and investment expenses, will be
retained in the spread account to the extent the available spread account amount is less than the required spread account
amount, and the balance, if any, will be paid to us or our assigns. In addition, after an event of default and acceleration
of the maturity of the Series 2012-1 notes, these investment earnings will be available for payment to holders of the
Series 2012-1 notes as described under “—Spread Account Distributions” below.

Spread Account Distributions

    On or before each payment date, the trust will withdraw from the spread account, and deposit in the distribution
account for payment to the Class C noteholders an amount equal to the least of:

    (1) the amount on deposit in the spread account with respect to that payment date;

    (2) the shortfall, if any, in the amount of finance charge collections that are available to cover the interest
        payable on the Class C notes; and

    (3) the required spread account amount for that payment date.

     Unless an early amortization event occurs, the trust will withdraw from the spread account and deposit into the
collection account for distribution to the Class C noteholders on the expected principal payment date an amount equal
to the lesser of:

    (1) the amount on deposit in the spread account after application of any amounts as set forth in the
        immediately preceding paragraph; and

    (2) the outstanding principal amount of the Class C notes after the application of any amounts on that payment
        date.

Except as provided in the following paragraph, if an early amortization event occurs, the amount, if any, remaining on
deposit in the spread account, after making the payments described in the preceding paragraph, will be applied to pay



                                                           S-34
principal on the Class C notes on the earlier of the final maturity date and the first payment date on which the
outstanding principal amount of the Class A and Class B notes has been paid in full.

     In addition, on any day after the occurrence of an event of default with respect to Series 2012-1 and the
acceleration of the maturity date, the trust will withdraw from the spread account the outstanding amount on deposit in
the spread account and deposit that amount into the distribution account for distribution to the Class C noteholders, the
Class A noteholders and the Class B noteholders, in that order of priority, to fund any shortfalls in amounts owed to
those noteholders.

Early Amortization Events

    An early amortization event may occur for the Series 2012-1 notes upon the occurrence of any of the following
events:

    (a)   our failure (1) to make any payment or deposit on the date required to be made under the trust receivables
          purchase agreement or the transfer agreement on or before the date that is five business days after the date
          the payment or deposit is required to be made or (2) to observe or perform in any material respect its other
          covenants or agreements set forth in the trust receivables purchase agreement or the transfer agreement
          which failure has a material adverse effect on the Series 2012-1 noteholders and which continues
          unremedied for a period of 60 days after written notice of the failure, requiring the same to be remedied,
          has been given to us by the indenture trustee or to us and the indenture trustee by any holder of the
          Series 2012-1 notes;

    (b) any representation or warranty made by us in the trust receivables purchase agreement or the transfer
        agreement or any information required to be given by us to identify the accounts proves to have been
        incorrect in any material respect when made or delivered and which continues to be incorrect in any
        material respect for a period of 60 days after written notice of the failure, requiring the same to be
        remedied, and as a result of which the interests of the Series 2012-1 noteholders are materially and
        adversely affected and continue to be materially and adversely affected for the designated period; except
        that an early amortization event described in this subparagraph (b) will not occur if we have accepted
        reassignment of the related receivable or all related receivables, if applicable, within the designated period;

    (c)   our failure to convey receivables in additional accounts or participations to the trust when required to do
          so;

    (d) any of the following servicer defaults or breaches:

          (1) a servicer default described under “The Servicers—Servicer Default; Successor Servicer” in the
              accompanying prospectus;

          (2) failure by the servicer to observe or perform in any material respect any of its covenants or
              agreements in the servicing agreement if the failure has a material adverse effect on the noteholders
              which continues unremedied for a period of 60 days after notice to the trust by the indenture trustee or
              noteholders of at least 25% of the outstanding principal amount of the notes;

          (3) the servicer delegates its duties, except as specifically permitted under the servicing agreement, and
              the delegation remains unremedied for 15 days after written notice to the trust by the indenture
              trustee; or

          (4) any representation, warranty or certification made by the servicer in the servicing agreement, or in any
              certificate delivered in accordance with the servicing agreement, proves to have been incorrect when
              made if it:

               •   has a material adverse effect on the rights of the noteholders; and



                                                           S-35
               •    continues to be incorrect in any material respect for a period of 60 days after notice to the trust by
                    the indenture trustee or noteholders of at least 25% of the outstanding principal amount of the
                    notes;

    (e)   (i) the average of the Portfolio Yields for the two Monthly Periods immediately preceding the May 2012
          Payment Date is less than the average of the Base Rates for the same Monthly Periods, or (ii) beginning
          with the three consecutive Monthly Periods immediately preceding the June 2012 payment date, the
          average of the Portfolio Yields for any three consecutive Monthly Periods is less than the average of the
          Base Rates for the same Monthly Periods;

    (f)   the outstanding principal amount of the Class A notes, the Class B notes or the Class C notes is not paid in
          full on the expected principal payment date;

    (g)   specified bankruptcy, insolvency, liquidation, conservatorship, receivership or similar events relating to us
          or any originator of accounts;

    (h)   we are unable for any reason to transfer receivables to the trust or the bank is unable to transfer receivables
          to us;

    (i)   the trust becomes subject to regulation as an “investment company” within the meaning of the Investment
          Company Act of 1940, as amended; or

    (j)   an event of default for Series 2012-1 and an acceleration of the maturity of the Series 2012-1 notes occurs
          under the indenture.

     In the case of any event described in clause (a), (b) or (d) above, an early amortization event will be deemed to
have occurred with respect to the notes only if, after any applicable grace period, either the indenture trustee or the
Series 2012-1 noteholders evidencing interests aggregating more than 50% of the aggregate unpaid principal amount of
the Series 2012-1 notes, by written notice to the trust, with a copy to the indenture trustee if notice is given by the
Series 2012-1 noteholders, declare that an early amortization event has occurred with respect to the Series 2012-1 notes
as of the date of the notice.

     In the case of any event described in clause (g), (h) or (i), an early amortization event with respect to all series then
outstanding, and in the case of any event described in clause (c), (e), (f) or (j) an early amortization event with respect
to only the Series 2012-1 notes, will occur without any notice or other action on the part of the indenture trustee or the
Series 2012-1 noteholders immediately upon the occurrence of the event.

    On the date on which an early amortization event is deemed to have occurred, the early amortization period will
begin.

    See “Description of the Notes—Early Amortization Events” in the accompanying prospectus for an additional
discussion of the consequences of insolvency, conservatorship or receivership events related to us and the bank.

Events of Default

     The events of default for Series 2012-1, as well as the rights and remedies available to the indenture trustee and the
Series 2012-1 noteholders when an event of default occurs, are described under “Description of the Notes—Events of
Default; Rights Upon Event of Default” in the accompanying prospectus.

     In the case of an event of default involving bankruptcy, insolvency or similar events relating to the trust, the
principal amount of the Series 2012-1 notes automatically will be deemed to be immediately due and payable. If any
other event of default for Series 2012-1 occurs, the indenture trustee or the holders of not less than a majority of the
then-outstanding principal amount of the Series 2012-1 notes may declare the Series 2012-1 notes to be immediately
due and payable. If the Series 2012-1 notes are accelerated, you may receive principal prior to the expected principal
payment date for your class of notes.


                                                            S-36
Servicing Compensation and Payment of Expenses

    The servicing fee rate for your series is 2% per year. Your series’ share of the servicing fee for each month will be
calculated as described under “The Servicers—Servicing Compensation and Payment of Expenses” in the
accompanying prospectus.

     On each payment date, the trust will allocate to your series a portion of the unpaid fees and other amounts owed to
the indenture trustee, the owner trustee and the administrator for the trust in an amount equal to any such amounts
attributable solely to your series, plus your series’ Series Allocation Percentage of any other amounts that are
attributable to more than one series, as described under “Description of the Notes—Fees and Expenses Payable from
Collections” in the accompanying prospectus. These amounts will be paid from finance charge collections allocated to
your series as described under “Description of Series Provisions—Application of Finance Charge Collections.”

Reports to Noteholders

     On each payment date, the trust will forward to each noteholder a statement substantially in the form of Annex II
to this prospectus supplement or in the form otherwise agreed to by the trust and the indenture trustee from time to
time. Annex II is included at the end of this prospectus supplement and is incorporated into this prospectus supplement.

                                                                            Legal Proceedings

    There are no legal proceedings pending or proceedings known by us to be contemplated by governmental
authorities involving the depositor, the sponsor, the servicer, any subservicer or the trust, or to our knowledge, the
owner trustee or the indenture trustee that are material to noteholders.

                                                                                Underwriting

    Subject to the terms and conditions set forth in an underwriting agreement among us, RFS Holding, Inc. and the
underwriters named below, we have agreed to sell to the underwriters, and each of the underwriters has severally
agreed to purchase, the principal amount of the Class A notes set forth opposite its name:

             Class A Underwriters                                                                           Principal Amount of Class A Notes
             Merrill Lynch, Pierce, Fenner & Smith Incorporated ..........                                            $300,000,000
             RBS Securities Inc. ................................................................                     $300,000,000
             J.P. Morgan Securities LLC...................................................                            $37,500,000
             Mitsubishi UFJ Securities (USA), Inc. ..................................                                 $37,500,000
             TD Securities (USA) LLC .....................................................                            $37,500,000
             Williams Capital Group, L.P.. ...............................................                            $37,500,000
               Total ....................................................................................             $750,000,000




      An affiliate of the depositor will purchase all of the Class B notes. The Class B notes purchased by the affiliate
of the depositor will be purchased directly from the depositor, without underwriter involvement. No underwriter’s
discounts and commissions will be paid in connection with the sale of Series 2012-1 notes to an affiliate of the
depositor. In the underwriting agreement, the underwriters of each class of offered notes have agreed, subject to the
terms and conditions set forth in that agreement, to purchase all of the offered notes in that class offered by this
prospectus supplement if any of the offered notes in that class are sold, excluding any offered notes purchased by an
affiliate of the depositor.

     The underwriters of each class of offered notes have advised us that they propose initially to offer the offered notes
in that class to the public at the prices set forth in this prospectus supplement, and to dealers chosen by the underwriters
at the prices set forth in this prospectus supplement less a concession not in excess of the percentages set forth in the
following table. The underwriters of each class of offered notes and those dealers may reallow a concession not in
excess of the percentages set forth in the following table.

                                                                                         S-37
     After the initial public offering of the offered notes, the public offering prices and the concessions referred to in
this paragraph may be changed. Additional offering expenses are estimated to be $800,000. The underwriters have
agreed to pay certain expenses incurred in connection with the issuance and distribution of the offered notes.

                                                                                               Class A Notes
                  Concessions.......................................................             0.1500%
                  Reallowances ....................................................              0.0750%

      The underwriters will be compensated as set forth in the following table:

                                               Underwriter’s Discounts                               Amount
                                                 and Commissions                              per $1,000 of Principal   Total Amount
Class A Notes .......................                 0.25%                                            $2.50             $1,875,000

      Each underwriter has represented and agreed that:

      (a)    it has only communicated or caused to be communicated and will only communicate or cause to be
             communicated an invitation or inducement to engage in investment activity (within the meaning of
             Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with
             the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the
             issuing entity; and

      (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
          by it in relation to any notes in, from or otherwise involving the United Kingdom.

     Further, in relation to each member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”) each underwriter has represented and agreed that it has not
made and will not make an offer of Notes to the public (i) in the Czech Republic and (ii) in that Relevant Member
State other than:

      (a)     to any legal entity which is a qualified investor as defined in the Prospectus Directive;

      (b)     to fewer than 100 or, if the relevant Member State has implemented the relevant provisions of the 2010
              PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the
              Prospectus Directive) subject to obtaining the prior consent of the underwriter; or

      (c)     in any other circumstances falling within Article 3(2) of the Prospectus Directive;

        provided, that no such offer of Notes shall require the issuing entity or an underwriter to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.

     For the purposes of the above paragraph, (A) the expression an “offer of Notes to the public” in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or
subscribe the Notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State, (B) the expression “Prospectus Directive” means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant Member State, (C) the expression
“2010 PD Amending Directive” means Directive 2010/73/EU and (D) the countries comprising the “European
Economic Area” are Austria, Belgium, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France,
Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta,
Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden and the United Kingdom.

    We and RFS Holding, Inc. will indemnify the underwriters for certain liabilities specified in the underwriting
agreement, including liabilities under the Securities Act, or will contribute to payments the underwriters may be
required to make in connection with those liabilities as described in the underwriting agreement.

                                                                                       S-38
     The underwriters may engage in over-allotment transactions, stabilizing transactions, syndicate covering
transactions and penalty bids with respect to the notes in accordance with Regulation M under the Exchange Act. Over-
allotment transactions involve syndicate sales in excess of the offering size, which creates a syndicate short position.
The underwriters do not have an “overallotment” option to purchase additional notes in the offering, so syndicate sales
in excess of the offering size will result in a naked short position. The underwriters must close out any naked short
position through syndicate covering transactions in which the underwriters purchase notes in the open market. A naked
short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the
price of the notes in the open market after pricing that would adversely affect investors who purchase in the offering.
Stabilizing transactions permit bids to purchase the notes so long as the stabilizing bids do not exceed a specified
maximum. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the
notes originally sold by that syndicate member are purchased in a syndicate covering transaction. Over-allotment
transactions, stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or
maintaining the market price of the notes or preventing or retarding a decline in the market price of the notes. As a
result, the price of the notes may be higher than the price that might otherwise exist in the open market. Neither we nor
the underwriters represent that the underwriters will engage in any of these transactions or that those transactions, once
commenced, will not be discontinued without notice at any time.

    In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged
and may in the future engage in investment banking or commercial banking transactions with us and our affiliates.

                                          European Investment Restrictions

    None of the sponsor, the originator or us makes any representation or agreement that it is undertaking or will have
undertaken to comply with the requirements of Article 122a of the Capital Requirements Directive 2006/48/EC (as
amended by Directive 2009/111/EC) (“CRD”) and/or any corresponding regulatory requirements applicable to EU-
regulated investors. Noteholders are responsible for analyzing their own regulatory position and are advised to consult
with their own advisors regarding the suitability of the notes for investment and compliance with the CRD and any
other applicable requirements.

                                                     Legal Matters

     Certain legal matters relating to the issuance of the Series 2012-1 notes will be passed upon for us by Mayer
Brown LLP as special counsel for us. Certain legal matters relating to the federal tax consequences of the issuance of
the Series 2012-1 notes will be passed upon for us by Mayer Brown LLP. Certain legal matters relating to the issuance
of the Series 2012-1 notes will be passed upon for the underwriters by Bingham McCutchen LLP.




                                                          S-39
                                   Glossary of Terms for Prospectus Supplement

    “Average Principal Balance” means, for any Monthly Period in which a reset date occurs, the sum of:

    •    the Aggregate Principal Receivables determined as of the close of business on the last day of the prior
         Monthly Period, multiplied by a fraction, the numerator of which is the number of days from and including
         the first day of that Monthly Period, to but excluding the related reset date and the denominator of which is
         the number of days in that Monthly Period; and

    •    for each reset date during that Monthly Period, the product of the Aggregate Principal Receivables
         determined as of the close of business on that reset date, multiplied by a fraction, the numerator of which is
         the number of days from and including that reset date, to the earlier of the last day of that Monthly Period
         (in which case that period will include the last day of the Monthly Period) or the next reset date (in which
         case that period will exclude that reset date), and the denominator of which is the number of days in that
         Monthly Period.

    “Base Rate” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:

    •    the numerator of which is the sum of (a) the interest due on the Series 2012-1 notes, (b) the monthly
         servicing fee payment for your series and (c) the amounts payable pursuant to clause (1) under the caption
         “Description of Series Provisions—Application of Finance Charge Collections”, in each case payable on
         the following payment date; and

    •    the denominator of which is the collateral amount, plus amounts on deposit in the principal accumulation
         account, each as of the last day of that Monthly Period.

    “Portfolio Yield” means, with respect to any Monthly Period, the annualized percentage equivalent of a fraction:

    •    the numerator of which is the amount of finance charge collections allocated to your series, including
         recoveries, net investment earnings and amounts withdrawn from the reserve account treated as finance
         charge collections, but excluding excess finance charge collections allocated to your series, minus the
         amount of defaulted principal receivables and uncovered dilution allocated to your series for that Monthly
         Period; and

    •    the denominator of which is the collateral amount plus amounts on deposit in the principal accumulation
         account, each as of the last day of that Monthly Period.

      “Rating Agency Condition” means, with respect to Series 2012-1 and any action subject to such condition, either
(i) if specified with respect to any Hired Agency in the indenture supplement, written confirmation (which may be in
the form of a letter, a press release or other publication) from such Hired Agency that such action will not result in a
reduction or withdrawal of the rating, if any, of any outstanding class with respect to which it is designated as a rating
agency or (ii) if specified with respect to any Hired Agency in the indenture supplement, 10 days’ prior written notice
to such Hired Agency (or, if 10 days’ advance notice is impracticable, as much advance notice as is practicable).

    “Required Retained Transferor Percentage” means, for Series 2012-1, 4%, subject to increase to 7% if GE
Capital’s long-term unsecured debt were to be rated below Aa3 by Moody’s.

    “Series Allocation Percentage” means, for Series 2012-1 and for each Monthly Period, a fraction,

    •     the numerator of which is the numerator used in determining your series’ allocation percentage for
          purposes of allocating finance charge collections for that Monthly Period, as described under “Description
          of Series Provisions—Allocation Percentages,” and

    •     the denominator of which is the sum of the numerators used in determining the allocation percentages used
          by all outstanding series for purposes of allocating finance charge collections;


                                                          S-40
provided that, if the allocation percentage for finance charge collections for any series has been reset during that
Monthly Period, for the portion of the Monthly Period falling on and after each reset date and prior to any subsequent
reset date, the Series Allocation Percentage will be calculated using a denominator which is equal to the sum of the
numerators used in determining the allocation percentage for finance charge collections for all outstanding series as of
the close of business on the subject reset date.




                                                          S-41
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                                                                                                                                      Annex I

                                                   Other Series of Notes Issued and Outstanding

     The principal characteristics of the other outstanding series of notes previously issued by the trust are set forth in
the table below. All of the outstanding series of notes are in group one.



1. Series 2007-2

Initial collateral amount...........................................................................                           $1,161,333,333
Class A principal amount ........................................................................                               $871,000,000
Class B principal amount ........................................................................                                 $99,160,000
Class C principal amount ........................................................................                                 $69,680,000
Class A interest rate.................................................................................    One-month LIBOR plus 0.04% per year
Class B interest rate .................................................................................   One-month LIBOR plus 0.18% per year
Class C interest rate .................................................................................   One-month LIBOR plus 0.36% per year
Expected principal payment date ............................................................                          March 2012 payment date
Final maturity date...................................................................................                March 2015 payment date
Series issuance date .................................................................................                         March 29, 2007

2. Series 2007-4

Initial collateral amount...........................................................................                            $541,666,666
Class A principal amount ........................................................................                               $406,250,000
Class B principal amount ........................................................................                                 $46,250,000
Class C principal amount ........................................................................                                 $32,500,000
Class A interest rate.................................................................................    One-month LIBOR plus 0.05% per year
Class B interest rate .................................................................................   One-month LIBOR plus 0.20% per year
Class C interest rate .................................................................................   One-month LIBOR plus 0.42% per year
Expected principal payment date ............................................................                           June 2012 payment date
Final maturity date...................................................................................                 June 2015 payment date
Series issuance date .................................................................................                          June 28, 2007

3. Series 2009-1

Initial collateral amount...........................................................................                            $1,374,570,447
Class A principal amount ........................................................................                               $1,000,000,000
Class B principal amount ........................................................................                                $168,384,879
Class C principal amount ........................................................................                                $109,965,636
Class A interest rate.................................................................................    One-month LIBOR plus 2.10% per year
Class B interest rate .................................................................................                         8.00% per year
Class C interest rate .................................................................................                         9.50% per year
Expected principal payment date ............................................................                           April 2012 payment date
Final maturity date...................................................................................                 April 2015 payment date
Series issuance date .................................................................................                           May 12, 2009

4. Series 2009-VFN1

Initial collateral amount...........................................................................                            $588,235,295
Expected principal payment date: ...........................................................                        October 2013 payment date
Final maturity date: .................................................................................            September 2016 payment date




                                                                                   A-1-1
5. Series 2009-VFN3

Maximum collateral amount ...................................................................                          $1,058,823,530
Expected principal payment date: ...........................................................                   July 2013 payment date
Final maturity date: .................................................................................         July 2016 payment date

6. Series 2009-2

Initial collateral amount...........................................................................                   $2,333,333,334
Class A principal amount ........................................................................                      $1,750,000,000
Class B principal amount ........................................................................                       $280,000,000
Class C principal amount ........................................................................                       $192,500,000
Class A interest rate.................................................................................                 3.69% per year
Class B interest rate .................................................................................                7.90% per year
Class C interest rate .................................................................................                9.50% per year
Expected principal payment date ............................................................                   July 2012 payment date
Final maturity date...................................................................................         July 2015 payment date
Series issuance date .................................................................................                August 13, 2009

7. Series 2009-4

Initial collateral amount...........................................................................                   $633,333,334
Class A principal amount ........................................................................                      $475,000,000
Class B principal amount ........................................................................                        $76,000,000
Class C principal amount ........................................................................                        $52,250,000
Class A interest rate.................................................................................                3.80% per year
Class B interest rate .................................................................................               5.39% per year
Class C interest rate .................................................................................               7.82% per year
Expected principal payment date ............................................................              November 2014 payment date
Final maturity date...................................................................................    November 2017 payment date
Series issuance date .................................................................................            November 24, 2009

8. Series 2009-VFN4

Initial collateral amount...........................................................................                    $974,212,035
Expected principal payment date: ...........................................................               February 2014 payment date
Final maturity date: .................................................................................     February 2017 payment date


9. Series 2010-1

Initial collateral amount..........................................................................                    $666,666,667
Class A principal amount........................................................................                       $500,000,000
Class B principal amount........................................................................                         $80,000,000
Class C principal amount........................................................................                         $55,000,000
Class A interest rate ................................................................................                3.69% per year
Class B interest rate ................................................................................                4.67% per year
Class C interest rate ................................................................................                5.75% per year
Expected principal payment date............................................................                  March 2015 payment date
Final maturity date..................................................................................        March 2018 payment date
Series issuance date.................................................................................                 March 31, 2010




                                                                                   A-1-2
10. Series 2010-2

Initial collateral amount...........................................................................                            $333,333,334
Class A principal amount ........................................................................                               $250,000,000
Class B principal amount ........................................................................                                 $40,000,000
Class C principal amount ........................................................................                                 $27,500,000
Class A interest rate.................................................................................                         4.47% per year
Class B interest rate .................................................................................                        5.40% per year
Class C interest rate .................................................................................                        6.47% per year
Expected principal payment date ............................................................                          March 2017 payment date
Final maturity date...................................................................................                March 2020 payment date
Series issuance date .................................................................................                           April 7, 2010

11. Series 2010-3

Initial collateral amount...........................................................................                            $1,133,333,334
Class A principal amount ........................................................................                                $850,000,000
Class B principal amount ........................................................................                                $136,000,000
Class A interest rate.................................................................................                          2.21% per year
Class B interest rate .................................................................................                         3.64% per year
Expected principal payment date ............................................................                            June 2013 payment date
Final maturity date...................................................................................                  June 2016 payment date
Series issuance date .................................................................................                           June 24, 2010

12. Series 2010-VFN1

Initial collateral amount...........................................................................                             $470,588,236
Expected principal payment date ............................................................                            July 2013 payment date
Final maturity date...................................................................................                  July 2016 payment date

13. Series 2010-VFN2

Initial collateral amount...........................................................................                             $588,235,294
Expected principal payment date ............................................................                         January 2014 payment date
Final maturity date...................................................................................               January 2017 payment date

14. Series 2011-1

Initial collateral amount...........................................................................                             $786,885,246
Class A principal amount ........................................................................                                $600,000,000
Class B principal amount ........................................................................                                 $86,557,377
Class C principal amount ........................................................................                                 $57,049,180
Class A interest rate.................................................................................    One Month LIBOR plus 0.55% per year
Class B interest rate .................................................................................   One Month LIBOR plus 1.05% per year
Class C interest rate .................................................................................   One Month LIBOR plus 2.10% per year
Expected principal payment date ............................................................                        January 2014 payment date
Final maturity date...................................................................................              January 2017 payment date
Series issuance date .................................................................................                        January 27, 2011




                                                                                   A-1-3
15. Series 2011-2

Initial collateral amount...........................................................................                            $852,453,017
Class A principal amount ........................................................................                               $650,000,000
Class B principal amount ........................................................................                                 $93,770,492
Class C principal amount ........................................................................                                 $61,803,279
Class A interest rate.................................................................................    One Month LIBOR plus 0.48% per year
Class B interest rate .................................................................................   One Month LIBOR plus 1.00% per year
Class C interest rate .................................................................................   One Month LIBOR plus 1.60% per year
Expected principal payment date ............................................................                           May 2016 payment date
Final maturity date...................................................................................                 May 2019 payment date
Series issuance date .................................................................................                          June 16, 2011

16. Series 2011-VFN1

Maximum collateral amount ...................................................................                                  $859,598,854
Expected principal payment date ............................................................                      November 2014 payment date
Final maturity date...................................................................................            November 2017 payment date

17. Series 2011-3

Initial collateral amount...........................................................................                            $983,606,558
Class A principal amount ........................................................................                               $750,000,000
Class B principal amount ........................................................................                               $108,196,721
Class C principal amount ........................................................................                                 $71,311,476
Class A interest rate.................................................................................    One Month LIBOR plus 0.23% per year
Class B interest rate .................................................................................   One Month LIBOR plus 0.85% per year
Class C interest rate .................................................................................   One Month LIBOR plus 1.55% per year
Expected principal payment date ............................................................                      September 2013 payment date
Final maturity date...................................................................................            September 2016 payment date
Series issuance date .................................................................................                    September 20, 2011


18. Series 2011-VFN2

Initial collateral amount...........................................................................                            $859,598,854
Expected principal payment date ............................................................                        October 2014 payment date
Final maturity date...................................................................................              October 2017 payment date

19. Series 2011-VFN3

Initial collateral amount...........................................................................                            $1,146,131,806
Expected principal payment date ............................................................                         January 2015 payment date
Final maturity date...................................................................................               January 2018 payment date




                                                                                   A-1-4
                                                                                                              Annex II

                                        Monthly Noteholder’s Statement
                                    GE Capital Credit Card Master Note Trust

                                           Class A            1.03% Notes

                                           Class B            1.62% Notes

                                           Class C            2.42% Notes

     Pursuant to the Master Indenture, dated as of September 25, 2003 (as amended and supplemented, the “Indenture”)
between GE Capital Credit Card Master Note Trust (the “Issuer”) and Deutsche Bank Trust Company Americas, as
indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2012-1 Indenture Supplement (the
“Indenture Supplement”), dated as of January 25, 2012, between the Issuer and the Indenture Trustee, the Issuer is
required to prepare, or cause the Servicer to prepare, certain information each month regarding current distributions to
the Series 2012-1 Noteholders and the performance of the Trust during the previous month. The information required
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the Indenture Supplement. The Discount Percentage (as defined in the Transfer Agreement) remains at 0% for all the
Receivables in the Trust until otherwise indicated. The undersigned, an Authorized Officer of the Servicer, does hereby
certify as follows:

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0RQWKO\ 3HULRG (QGLQJ                                                                                        >   @ >   @
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3D\PHQW 'DWH                                                                                                 >   @ >   @
,QWHUHVW 3HULRG %HJLQQLQJ                                                                                    >   @ >   @
,QWHUHVW 3HULRG (QGLQJ                                                                                       >   @ >   @
'D\V LQ 0RQWKO\ 3HULRG                                                                                                >   @
'D\V LQ ,QWHUHVW 3HULRG                                                                                               >   @

I.       Trust Receivables Information

         a.   Number of Accounts Beginning
         b.   Number of Accounts Ending
         c.   Average Account Balance (q/b)
         d.   BOP Principal Receivables
         e.   BOP Finance Charge Receivables
         f.   BOP Total Receivables
         g.   Increase in Principal Receivables from Additional Accounts
         h.   Increase in Principal Activity on Existing Securitized Accounts
         i.   Increase in Finance Charge Receivables from Additional Accounts
         j.   Increase in Finance Charge Activity on Existing Securitized Accounts
         k.   Increase in Total Receivables
         l.   Decrease in Principal Receivables due to Account Removal
         m.   Decrease in Principal Activity on Existing Securitized Accounts
         n.   Decrease in Finance Charge Receivables due to Account Removal
         o.   Decrease in Finance Charge Activity on Existing Securitized Accounts
         p.   Decrease in Total Receivables
         q.   EOP Aggregate Principal Receivables
         r.   EOP Finance Charge Receivables
         s.   EOP Total Receivables
         t.   Excess Funding Account Balance
         u.   Required Principal Balance

                                                         A-2-1
        v.   Minimum Free Equity Amount (EOP Aggregate Principal Receivables * > @ )
        w.   Free Equity Amount (EOP Principal Receivables - EOP Collateral Amount (II.c.ii+II.a.ii+II.b.iii))

II.      Investor Information (Sum of all Series, excluding new issuances and additional draws subsequent to
end of the Monthly Period)

        a.    Note Principal Balance
             i. Beginning of Interest Period
             ii. Increase in Note Principal Balance due to New Issuance
             iii. Decrease in Note Principal Balance due to Principal Paid and Notes Retired
             iv. As of Payment Date
        b.    Excess Collateral Amount
             i. Beginning of Interest Period
             ii. Increase in Excess Collateral Amount in connection with the Supplemental Indenture
             iii. Increase in Excess Collateral Amount due to New Issuance
             iv. Reductions in Required Excess Collateral Amount
             v. Increase in Unreimbursed Investor Charge-Off
             vi. Decrease in Unreimbursed Investor Charge-Off
             vii. Increase in Unreimbursed Reallocated Principal Collections
             viii. Decrease in Unreimbursed Reallocated Principal Collections
             ix. As of Payment Date
        c.    Collateral Amount
             i. End of Prior Monthly Period
             ii. Beginning of Interest Period
             iii. As of Payment Date

III.    Trust Performance Data (Monthly Period)

        a.    Gross Trust Yield (Finance Charge Collections + Recoveries/BOP Principal Receivables)
             i. Current
             ii. Prior Monthly Period
             iii. Two Months Prior Monthly Period
             iv. Three-Month Average
        b.    Payment Rate (Principal Collections/BOP Principal Receivables)
             i. Current
             ii. Prior Monthly Period
             iii. Two Months Prior Monthly Period
             iv. Three-Month Average
        c.    Gross Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts – Fraud
              Amount/BOP Principal Receivables)
             i. Current
             ii. Prior Monthly Period
             iii. Two Months Prior Monthly Period
             iv. Three-Month Average
        d.    Charge-Off Rate (Default Amount for Defaulted Accounts/BOP Principal Receivables)
        e.    Net Charge-Off Rate excluding Fraud (Default Amount for Defaulted Accounts - Recoveries - Fraud
              Amount / BOP Principal Receivables)
             i. Current
             ii. Prior Monthly Period
             iii. Two Months Prior Monthly Period
             iv. Three-Month Average
        f.    Net Charge-Off Rate (Default Amount for Defaulted Accounts - Recoveries/ BOP Principal
              Receivables)
        g.    Default Amount for Defaulted Accounts
        h.    Recovery Amount
        i.    Collections

                                                     A-2-2
           i. Total Trust Finance Charge Collections
           ii. Total Trust Principal Collections
           iii. Total Trust Collections
      j.    Delinquency Data                                                           Percentage      Amount
           i. 1-29 Days Delinquent
           ii. 30-59 Days Delinquent
           iii. 60-89 Days Delinquent
           iv. 90-119 Days Delinquent
           v. 120-149 Days Delinquent
           vi. 150-179 Days Delinquent
           vii. 180 or Greater Days Delinquent

IV.   Series Performance Data

      a.    Portfolio Yield (Finance Charge Collections + Recoveries - Aggregate Investor Default Amount +
            PAA Inv Proceeds/BOP Collateral)
           i. Current
           ii. Prior Monthly Period
           iii. Two Months Prior Monthly Period
           iv. Three-Month Average
      b.    Base Rate (Noteholder Servicing Fee + Admin Fee + Monthly Interest/BOP Collateral)
           i. Current
           ii. Prior Monthly Period
           iii. Two Months Prior Monthly Period
           iv. Three-Month Average
      c.    Excess Spread Percentage (Portfolio Yield - Base Rate)
           i. Current
           ii. Prior Monthly Period
           iii. Two Months Prior Monthly Period
           iv. Quarterly Excess Spread Percentage

V.    Investor Information Regarding Distributions to Noteholders

      a.   The total amount of the distribution to Class A Noteholders per $1000 Note Initial Principal Balance.
      b.   The amount of the distribution set forth in paragraph a. above in respect of interest on the Class A
           Notes, per $1000 Note Initial Principal Balance.
      c.   The amount of the distribution set forth in paragraph a. above in respect of principal on the Class A
           Notes, per $1000 Note Initial Principal Balance.
      d.   The total amount of the distribution to Class B Noteholders per $1000 Note Initial Principal Balance.
      e.   The amount of the distribution set forth in paragraph d. above in respect of interest on the Class B
           Notes, per $1000 Note Initial Principal Balance.
      f.   The amount of the distribution set forth in paragraph d. above in respect of principal on the Class B
           Notes, per $1000 Note Initial Principal Balance.
      g.   The total amount of the distribution to Class C Noteholders per $1000 Note Initial Principal Balance.
      h.   The amount of the distribution set forth in paragraph g. above in respect of interest on the Class C
           Notes, per $1000 Note Initial Principal Balance.
      i.   The amount of the distribution set forth in paragraph g. above in respect of principal on the Class C
           Notes, per $1000 Note Initial Principal Balance.

VI.   Investor Information

      a.   Class A Note Initial Principal Balance
      b.   Class B Note Initial Principal Balance
      c.   Class C Note Initial Principal Balance
      d.   Initial Excess Collateral Amount
      e.   Initial Collateral Amount

                                                    A-2-3
        f.    Class A Note Principal Balance
             i. Beginning of Interest Period
             ii. Principal Payment
             iii. As of Payment Date
        g.    Class B Note Principal Balance
             i. Beginning of Interest Period
             ii. Principal Payment
             iii. As of Payment Date
        h.    Class C Note Principal Balance
             i. Beginning of Interest Period
             ii. Principal Payment
             iii. As of Payment Date
        i.    Excess Collateral Amount
             i. Beginning of Interest Period
             ii. Reduction in Excess Collateral Amount
             iii. As of Payment Date
        j.    Collateral Amount
             i. Beginning of Interest Period
             ii. Increase/Decrease in Unreimbursed Investor Charge-Offs
             iii. Increase/Decrease in Reallocated Principal Collections
             iv. Reduction in Excess Collateral Amount
             v. Principal Accumulation Account Deposit
             vi. As of Payment Date
             vii. Collateral Amount as a Percentage of Note Trust Principal Balance
             viii. Amount by which Note Principal Balance exceeds Collateral Amount
        k.    Required Excess Collateral Amount

VII.    Investor Charge-Offs and Reallocated Principal Collections (Section references relate to
        Indenture Supplement)

        a.    Beginning Unreimbursed Investor Charge-Offs
        b.    Current Unreimbursed Investor Defaults
        c.    Current Unreimbursed Investor Uncovered Dilution Amount
        d.    Current Reimbursement of Investor Charge-Offs pursuant to Section 4.4(a)(vii)
        e.    Ending Unreimbursed Investor Charge-Offs
        f.    Beginning Unreimbursed Reallocated Principal Collections
        g.    Current Reallocated Principal Collections pursuant to Section 4.7
        h.    Current Reimbursement of Reallocated Principal Collections pursuant to Section 4.4(a)(vii)
        i.    Ending Unreimbursed Reallocated Principal Collections

VIII.   Investor Percentages—BOP Balance and Series Account Information

        a.      Allocation Percentage Numerator—for Finance Charge Collections and Default Amounts
        b.      Allocation Percentage Numerator—for Principal Collections
        c.      Allocation Percentage Denominator
             i.    Aggregate Principal Receivables Balance as of Prior Monthly Period
             ii. Number of Days at Balance
             iii. Average Principal Balance
        d.      Sum of Allocation Percentage Numerators for all outstanding Series with respect to Finance Charge
                Collections and Default Amounts
        e.      Sum of Allocation Percentage Numerators for all outstanding Series with respect to Principal
                Collections
        f.      Allocation Percentage, Finance Charge Collections and Default Amount (a. / greater of c.iii. or d.)
        g.      Allocation Percentage, Principal Collections (b. / greater of c.iii. or e.)
        h.      Series Allocation Percentage


                                                        A-2-4
IX.   Collections and Allocations

                                                                                                Trust       Series
      a.    Finance Charge Collections
      b.    Recoveries
      c.    Principal Collections
      d.    Default Amount
      e.    Dilution
      f.    Investor Uncovered Dilution Amount
      g.    Dilution including Fraud Amount
      h.    Available Finance Charge Collections
           i. Investor Finance Charge Collections
           ii. Excess Finance Charge Collections allocable to Series 2012-1
           iii. Principal Accumulation Account Investment Proceeds
           iv. Investment earnings in the Reserve Account
           v. Reserve Account Draw Amount
           vi. Recoveries
      i.    Available Finance Charge Collections
      j.    Total Collections (c.Series + i.)
      k.    Total Finance Charge Collections deposited in the Collection Account (net of any amounts distributed
            to Transferor and owed to Servicer)

X.    Application of Available Funds pursuant to Section 4.4(a) of the Indenture Supplement

      a.    Available Finance Charge Collections
           i. On a pari passu basis:
                 a. Payment to the Indenture Trustee, to a maximum of $25,000
                 b. Payment to the Trustee, to a maximum of $25,000
                 c. Payment to the Administrator, to a maximum of $25,000
           ii. To the Servicer:
                 a. Noteholder Servicing Fee
                 b. Noteholder Servicing Fee previously due but not paid
                 c. Total Noteholder Servicing Fee
           iii. On a pari passu basis:
                 a. Class A Monthly Interest
                 b. Class A Deficiency Amount
                 c. Class A Additional Interest
                 d. Class A Additional Interest not paid on prior Payment Date
           iv. On a pari passu basis:
                 a. Class B Monthly Interest
                 b. Class B Deficiency Amount
                 c. Class B Additional Interest
                 d. Class B Additional Interest not paid on prior Payment Date
           v. On a pari passu basis:
                 a. Class C Monthly Interest
                 b. Class C Deficiency Amount
                 c. Class C Additional Interest
                 d. Class C Additional Interest not paid on prior Payment Date
           vi. To be treated as Available Principal Collections
                 a. Aggregate Investor Default Amount
                 b. Aggregate Investor Uncovered Dilution Amount
           vii. To be treated as Available Principal Collections, to the extent not previously reimbursed
                 a. Investor Charge-Offs
                 b. Reallocated Principal Collections
           viii. Excess of Required Reserve Account Amount Over Available Reserve Account Amount
           ix Amounts required to be deposited to the Spread Account

                                                     A-2-5
             x.   To be treated as Available Principal Collections: Series Allocation Percentage of Minimum Free
                  Equity Shortfall
             xi. Unless an Early Amortization Event has occurred, amounts that have not been paid pursuant to
                  (a)(i) above
             xii. The balance, if any, will constitute a portion of Excess Finance Charge Collections for such
                  Payment Date and first will be available for allocation to other Series in Group One and, then:
                  a. Unless an Early Amortization Event has occurred, to the Transferor; and
                  b. If an Early Amortization Event has occurred, first, to pay Monthly Principal in accordance
                       with Section 4.4(c) of the Indenture to the extent not paid in full from Available Principal
                       Collections (calculated without regard to amounts available to be treated as Available
                       Principal Collections pursuant to this clause), second, to pay on a pari passu basis any
                       amounts owed to such Persons listed in clause (a)(i) above that have been allocated to Series
                       2012-1 in accordance with Section 8.4(d) of the Indenture and that have not been paid
                       pursuant to clauses (a)(i) and (a)(ix) above, and, third, any amounts remaining after payment
                       in full of the Monthly Principal and amounts owed to such Persons listed in clause (a)(i)
                       above shall be paid to the Issuer.

XI.     Excess Finance Charge Collections (Group One)

        a.   Total Excess Finance Charge Collections in Group One
        b.   Finance Charge Shortfall for Series 2012-1
        c.   Finance Charge Shortfall for all Series in Group One
        d.   Excess Finance Charges Collections Allocated to Series 2012-1

XII.   Available Principal Collections and Distributions (Section references relate to Indenture
Supplement)

        a.    Investor Principal Collections
        b.    Less: Reallocated Principal Collections for the Monthly Period pursuant to Section 4.7
        c.    Plus: Shared Principal Collections allocated to this Series
        d.    Plus: Aggregate amount to be treated as Available Principal Collections pursuant to Section 4.4(a)(vi)
        e.    Plus: Aggregate amount to be treated as Available Principal Collections pursuant to
              Section 4.4(a)(vii)
        f.    Plus: During an Early Amortization Period, the amount of Available Finance Charge Collections used
              to pay principal on the Notes pursuant to Section 4.4(a)(xii)
        g.    Available Principal Collections (Deposited to Principal Account)
             i. During the Revolving Period, Available Principal Collections treated as Shared Principal
                   Collections pursuant to Section 4.4.(b)
             ii. During the Controlled Accumulation Period, Available Principal Collections deposited to the
                   Principal Accumulation Account pursuant to Section 4.4(c)(i),(ii)
             iii. During the Early Amortization Period, Available Principal Collections deposited to the
                   Distribution Account pursuant to Section 4.4(c)
             iv. Series Shared Principal Collections available to Group One pursuant to Section 4.4(c)(iii)
             v. Principal Distributions pursuant to Section 4.4(e) in order of priority
                   a. Principal paid to Class A Noteholders
                   b. Principal paid to Class B Noteholders
                   c. Principal paid to Class C Noteholders
             vi. Total Principal Collections Available to Share (Inclusive of Series 2012-1)
             vii. Series Principal Shortfall
             viii. Shared Principal Collections allocated to this Series from other Series

XIII.   Series 2012-1 Accumulation

        a.   Controlled Accumulation Period Length in months (scheduled)
        b.   Controlled Accumulation Amount
        c.   Controlled Deposit Amount

                                                       A-2-6
       d.    Accumulation Shortfall
       e.    Principal Accumulation Account Balance
            i. Beginning of Interest Period
            ii. Controlled Deposit Amount
            iii. Withdrawal for Principal Payment
            iv. As of Payment Date

XIV.   Reserve Account Funding (Section references relate to Indenture Supplement)

       a.   Reserve Account Funding Date (scheduled)
       b.   Required Reserve Account Amount (0.50% of Note Principal Balance beginning on Reserve Account
            Funding Date or $0 if the Controlled Accumulation Period Length is one month)
       c.   Beginning Available Reserve Account Amount
       d.   Reserve Draw Amount
       e.   Deposit pursuant to 4.4(a)(viii) the excess of b. over c.
       f.   Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(d)
       g.   Withdrawal for Reserve Account Surplus paid to Transferor pursuant to Section 4.10(e)
       h.   Ending Available Reserve Account Amount

XV.    Spread Account Funding (Section references relate to Indenture Supplement)

       a.   Spread Account Percentage
       b.   Required Spread Account Amount
       c.   Beginning Available Spread Account Amount
       d.   Withdrawal pursuant to 4.11(a)—Section 4.4(a)(v) Shortfall
       e.   Withdrawal pursuant to 4.11(b)—Class C Expected Principal Payment Date
       f.   Withdrawal pursuant to 4.11(c)—Early Amortization Event
       g.   Withdrawal pursuant to 4.11(d)—Event of Default
       h.   Deposit pursuant to 4.4(a)(ix)—Spread Account Deficiency
       i.   Withdrawal pursuant to 4.11(f)—Spread Account Surplus Amount
       j.   Ending Available Spread Account Amount

XV.    Series Early Amortization Events

       a.    The Free Equity Amount is less than the Minimum Free Equity Amount Free Equity:
            i. Free Equity Amount
            ii. Minimum Free Equity Amount
            iii. Excess Free Equity Amount
       b.    The Note Trust Principal Balance is less than the Required Principal Balance Note Trust Principal
             Balance:
            i. Note Trust Principal Balance
            ii. Required Principal Balance
            iii. Excess Principal Balance
       c.    The three-month Average Portfolio Yield is less than three-month average Base Rate Portfolio Yield:
            i. Three month Average Portfolio Yield
            ii. Three month Average Base Rate
            iii. Three Month Average Excess Spread
       d.    The Note Principal Balance is outstanding beyond the Expected Principal Payment Date
            i. Expected Principal Payment Date
            ii. Current Payment Date
       e.    Are there any material modifications, extensions or waivers to pool asset terms, fees, penalties or
             payments?
       f.    Are there any material breaches or pool of assets representations and warranties or covenants?
       g.    Are there any material changes in criteria used to originate, acquire, or select new pool assets?
       h.    Has an early amortization event occurred?



                                                     A-2-7
IN WITNESS WHEREOF, the undersigned has duly executed this Monthly Noteholder’s Statement as
of the [__] day of [_________] 20[__].

                                   GENERAL ELECTRIC CAPITAL CORPORATION,
                                   as Servicer


                                   By:____________________________________________
                                      Name:_______________________________________
                                      Title:________________________________________




                                     A-2-8
                                                           Prospectus

                                GE Capital Credit Card Master Note Trust
                                                          Issuing Entity

         RFS Holding, L.L.C.                                                              GE Capital Retail Bank
                    Depositor                                                                        Sponsor

                                                    Asset Backed Notes

    The Issuing Entity—

         •    may periodically issue asset backed notes in one or more series with one or more classes; and

         •    will own—

                •     receivables generated from or derived from a portfolio of private label and co-branded revolving
                      credit card accounts owned by GE Capital Retail Bank;

                •     payments due on those receivables; and

                •     other property described in this prospectus and in the accompanying prospectus supplement.

    The Notes—

         •    will be secured by, and paid only from, the assets of the issuing entity;

         •    may have one or more forms of credit enhancement; and

         •    will be issued as part of a designated series which may include one or more classes of notes.

      You should consider carefully the risk factors beginning on page 1 in this prospectus.
      A note is not a deposit and neither the notes nor the underlying accounts or receivables are insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental agency.
      The notes are obligations of GE Capital Credit Card Master Note Trust only and are not obligations of RFS Holding,
L.L.C., GE Capital Retail Bank, General Electric Capital Corporation or any other person.
       This prospectus may be used to offer and sell notes of a series only if accompanied by the prospectus supplement for
that series.

             Neither the Securities and Exchange Commission nor any state securities commission has approved
    or disapproved of these notes or determined that this prospectus is accurate or complete. Any representation
    to the contrary is a criminal offense.

                                                        January 17, 2012
                                                             TABLE OF CONTENTS

                                                                    Page                                                                           Page

RISK FACTORS ................................................... 1                 Limitations on Trustee’s Liability.................... 33
THE SPONSOR .................................................. 10              Compensation and Indemnification of
  GE Capital Retail Bank.................................... 10                  Indenture Trustee................................................ 33
  GE Capital ....................................................... 10            Appointment of Co-Trustees and
  Credit Card Activities ...................................... 11                   Separate Trustees ......................................... 33
  Program Agreements ....................................... 11                    Resignation or Removal of
  Account Origination......................................... 12                    Indenture Trustee ......................................... 34
  Underwriting Process....................................... 13                 THE OWNER TRUSTEE ................................... 34
  Marketing Programs......................................... 13                   BNY Mellon Trust of Delaware....................... 34
  Sponsor’s Securitization Experience ............... 14                           Duties and Responsibilities of
  Bank’s Ability to Change Account Terms                                             Owner Trustee.............................................. 34
    and Procedures ............................................. 14                Limitations on Owner Trustee’s Liability........ 35
  Assignment of Bank’s Obligations;                                                Compensation and Indemnification
    Additional Sponsors and Sellers .................. 14                            of Owner Trustee.......................................... 36
THE DEPOSITOR .............................................. 15                    Resignation or Removal of Owner Trustee;
  RFS Holding, L.L.C......................................... 15                     Eligibility ..................................................... 36
  Assignment of Depositor’s Interests ................ 15                        THE TRUST PORTFOLIO................................. 36
THE TRUST........................................................ 16               Account Terms................................................. 38
  GE Capital Credit Card Master Note Trust...... 16                                Consumer Protection Laws .............................. 38
  Restrictions on Activities ................................. 17                  Representations and Warranties of
  Administrator ................................................... 18               the Depositor ................................................ 39
  Capitalization of Trust; Minimum Free                                            Representations and Warranties of the Bank ... 42
    Equity Amount ............................................. 19                 Addition of Trust Assets .................................. 43
  Transfer and Assignment of Receivables......... 20                               Removal of Accounts....................................... 45
  Perfection and Priority of Security Interests .... 21                            Funding Period................................................. 46
  Conservatorship and Receivership;                                                Notice of Changes in Trust Portfolio ............... 47
    Bankruptcy ................................................... 22            DESCRIPTION OF THE NOTES....................... 47
  FDIC’s Orderly Liquidation Authority                                             General............................................................. 47
     under the Dodd-Frank Act........................... 23                        New Issuances of Notes ................................... 48
  Annual Compliance Statement......................... 24                          Collateral Amount; Allocation of Collections . 49
THE SERVICERS............................................... 25                    Book-Entry Registration .................................. 49
  GE Capital ....................................................... 25            Definitive Notes ............................................... 51
  Servicing Procedures ....................................... 25                  Interest Payments ............................................. 52
  Data Processing................................................ 26               Principal Payments .......................................... 52
  Collection Account and other Trust Accounts . 26                                 Length of Controlled Accumulation Period..... 53
  Collections; Commingling ............................... 26                      Early Amortization Events............................... 53
  Delinquency and Collections Procedures......... 27                               Events of Default; Rights upon
  Defaulted Receivables; Dilution;                                                   Event of Default ........................................... 54
    Investor Charge-Offs.................................... 27                    Shared Excess Finance Charge Collections ..... 56
  Servicer’s Representations, Warranties and                                       Shared Principal Collections............................ 56
    Covenants..................................................... 28              Discount Option ............................................... 57
  Limitations on Servicer’s Liability .................. 29                        Voting Rights; Amendments............................ 57
  Servicer Default; Successor Servicer ............... 29                          Fees and Expenses Payable
  Resignation of Servicer.................................... 31                     From Collections.......................................... 60
  Merger or Consolidation of Servicer................ 31                           Final Payment of Principal............................... 61
  Servicing Compensation and Payment                                               Satisfaction and Discharge of Indenture .......... 62
     of Expenses ................................................. 31            CREDIT ENHANCEMENT ............................... 62
  Evidence as to Servicer’s Compliance............. 32                             General............................................................. 62
THE INDENTURE TRUSTEE ........................... 32                               Subordination................................................... 63
  Deutsche Bank Trust Company Americas ....... 32                                  Letter of Credit................................................. 63
  Duties and Responsibilities of                                                   Cash Collateral Guaranty, Cash
    Indenture Trustee ......................................... 32                   Collateral Account or Excess Collateral ...... 63



                                                                           i
                                                             Page

  Derivative Agreements .................................... 64
  Surety Bond or Insurance Policy ..................... 64
  Spread Account................................................ 64
  Reserve Account .............................................. 64
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS............................ 65
OWNERSHIP OF TRANSACTION PARTIES
INCLUDED IN THE GE
AFFILIATED GROUP........................................ 66
FEDERAL INCOME TAX
CONSEQUENCES.............................................. 67
  Tax Characterization of the Trust .................... 67
  Tax Consequences to Holder of the Notes ....... 67
TRUST TAX CONSEQUENCES ....................... 69
ERISA CONSIDERATIONS .............................. 70
PLAN OF DISTRIBUTION................................ 71
REPORTS TO NOTEHOLDERS ....................... 71
WHERE YOU CAN FIND
 MORE INFORMATION.................................... 72
FORWARD-LOOKING STATEMENTS........... 73
GLOSSARY OF TERMS
FOR PROSPECTUS............................................ 74

ANNEX I - GLOBAL CLEARANCE,
 SETTLEMENT AND TAX
 DOCUMENTATION PROCEDURES ...... A-1-1




                                                                      ii
                            Important Notice About Information Presented In This
                          Prospectus And The Accompanying Prospectus Supplement

    We (RFS Holding, L.L.C.) provide information to you about the notes in two separate documents: (a) this
prospectus, which provides general information, some of which may not apply to your series of notes, and (b) the
accompanying prospectus supplement, which describes the specific terms of your series of notes, including:

    •   the terms, including interest rates, for each class;

    •   the timing of interest and principal payments;

    •   information about credit enhancement, if any, for each class;

    •   the method for selling the notes; and

    •   information about the receivables.

     You should rely only on the information provided in this prospectus and the accompanying prospectus supplement,
including the information incorporated by reference. We have not authorized anyone to provide you with different
information. We are not offering the notes in any state where the offer is not permitted.

     We include cross references in this prospectus and the accompanying prospectus supplement to captions in these
materials where you can find further related discussions. The preceding Table of Contents and the Table of Contents in
the accompanying prospectus supplement provide the pages on which these captions are located.

This prospectus uses defined terms. You can find a glossary of these terms under the caption “Glossary of Terms for
Prospectus” beginning on page 74 in this prospectus.




                                                           iii
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                                                          Risk Factors

     The following is a summary of the principal risk factors that apply to an investment in the notes. You should consider the
following risk factors and any risk factors in the accompanying prospectus supplement before deciding whether to purchase the
notes.

    Some liens may be given priority over your notes, which could cause delayed or reduced payments.

     We and GE Capital Retail Bank account for our respective transfers of the receivables as sales. Even so, a court could
conclude that we or GE Capital Retail Bank own the receivables and that the trust holds only a security interest in the
receivables. Even if a court would reach that conclusion, however, steps will be taken to give the indenture trustee a first-priority
perfected security interest in the receivables. Nevertheless, a federal or state tax, governmental or other nonconsensual lien on
our property or GE Capital Retail Bank’s property arising prior to the time a receivable is transferred to the trust may have
priority over the trust’s interest in that receivable. Regardless of whether the transfer of the receivables is a sale or a secured
borrowing, if any such liens exist, the claims of the creditors holding such liens would be superior to our rights or the rights of
the trust, thereby possibly delaying or reducing payments on the notes. Furthermore, if the FDIC were appointed as GE Capital
Retail Bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over the trust’s
interest in the receivables. See “The Trust—Perfection and Priority of Security Interests” in this prospectus.

     So long as the conditions discussed in “The Servicers—Collections; Commingling” in this prospectus continue to be
satisfied, the servicer, on behalf of the trust, will be permitted to make deposits of collections on a monthly basis. Cash
collections held by the servicer, on behalf of the trust, therefore will be commingled and used for the benefit of the servicer prior
to each payment date, and the trust may not have a first priority perfected security interest in those collections during the
commingling period. In addition, if a receiver or conservator were appointed for GE Capital Retail Bank, the indenture trustee
may not be able to obtain, or may experience delays in obtaining, control of collections that are in possession of GE Capital
Retail Bank at the time of such appointment. If any such event occurs, the amount payable to you could be lower than the
outstanding principal and accrued interest on the notes, thus resulting in losses to you.

    Regulatory action could cause delays or reductions in payment of your notes.

    If GE Capital Retail Bank were to become insolvent, or if GE Capital Retail Bank were to violate laws or regulations
applicable to it, the FDIC could act as conservator or receiver for GE Capital Retail Bank. In that role, the FDIC would have
broad powers to repudiate contracts to which GE Capital Retail Bank was party if the FDIC determined that the contracts were
burdensome and that repudiation would promote the orderly administration of GE Capital Retail Bank’s affairs. Among the
contracts that might be repudiated is the receivables sale agreement under which GE Capital Retail Bank transfers receivables to
us.

     Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale
agreement, or otherwise affect GE Capital Retail Bank’s rights under the receivables sale agreement without the FDIC’s consent,
for 90 days after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period,
the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of GE
Capital Retail Bank. The requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or
property is sometimes referred to as an “automatic stay.”

     The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of GE
Capital Retail Bank under the transaction documents. However, because we will structure the transfers of receivables under the
receivables sale agreement between GE Capital Retail Bank and us with the intent that they would be characterized as legal true
sales, the FDIC should not be able to recover the transferred receivables using its repudiation power.

     Nevertheless, if the transfers of receivables by GE Capital Retail Bank to us were not respected as legal true sales, then we
would be treated as having made a loan to GE Capital Retail Bank, secured by the transferred receivables. The FDIC ordinarily
has the power to repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s
“actual direct compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is
no statutory definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or
opportunity.

     The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date
of actual repudiation, so the issuing entity would receive interest only through the date of the appointment of the FDIC as
conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity

                                                                1
may not have a claim for interest accrued during this 180 day period. In addition, in one case involving the repudiation by the
Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings
association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable
security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to
determine the “actual direct compensatory damages” in the circumstances described above, the amount of damages could,
depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the related securities
and the interest accrued thereon to the date of payment.

     The FDIC has adopted a “safe harbor” rule that enables investors in asset backed securities to avoid the risk of indirect
recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated
that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an
FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. GE Capital
Retail Bank cannot guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be
delivered in connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables
to us.

    Regardless of whether the transfers under the receivables sale agreement between GE Capital Retail Bank and us are
respected as legal true sales, as conservator or receiver for GE Capital Retail Bank, the FDIC could:

    •    require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to
         establish its rights to payments collected on the receivables; or

    •    request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against GE
         Capital Retail Bank.

    There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the
possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or
receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

    If the FDIC were to successfully take any of these actions, delays in payments on the notes could occur and the amount
payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

     If a conservator or receiver were appointed for GE Capital Retail Bank, an early payment of principal on all outstanding
series could result. Under the terms of the agreement that governs the transfer of the receivables from us to the trust, new
principal receivables would not be transferred to the trust.

    As described below under “—If we or the issuing entity became a debtor in a bankruptcy case or became subject to the
Orderly Liquidation Authority of the FDIC, delays or reductions in payments of your notes could occur” and “—Financial
regulatory reform legislation could have a significant impact on us, the issuing entity or GE Capital Retail Bank” and under
“The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act,” the Dodd-Frank Wall Street Reform and
Consumer Protection Act gives the FDIC authority to act as receiver of bank holding companies, financial companies and their
respective subsidiaries in specific situations under the Orderly Liquidation Authority and there is no assurance that the FDIC’s
authority would not extend to General Electric Capital Corporation and its subsidiaries, including us and the issuing entity.

      The operations and financial condition of GE Capital Retail Bank, as a federal savings bank, are subject to extensive
regulation and supervision under federal law. The Office of the Comptroller of the Currency, which is the primary federal
agency empowered to regulate and supervise federal savings banks, has broad enforcement powers over GE Capital Retail Bank.
If, at any time, the Office of the Comptroller of the Currency were to conclude that any securitization agreement of GE Capital
Retail Bank, or the performance of any obligation under such an agreement, or any activity of GE Capital Retail Bank that is
related to the operation of its credit card business or its obligations under the related securitization agreements, constitutes an
unsafe or unsound banking practice, or violates any law, rule or regulation applicable to GE Capital Retail Bank, the Office of
the Comptroller of the Currency has the power to take action the Office of the Comptroller of the Currency determines to be
appropriate, including taking actions that may violate the provisions of the securitization agreement or may cause delays or
reductions in payment of your notes.




                                                                2
     If we or the issuing entity became a debtor in a bankruptcy case or became subject to the Orderly Liquidation Authority
of the FDIC, delays or reductions in payment of your notes could occur.

     We and the issuing entity are bankruptcy remote subsidiaries of General Electric Capital Corporation, and our limited
liability company agreement and the trust agreement of the issuing entity limit the natures of our respective businesses. If,
however, we became a debtor in a bankruptcy case, a court could conclude that we effectively still own the transferred
receivables. This could happen if a court presiding over our bankruptcy were to conclude either that the transfers referred to
above were not “true sales” or that we and the trust should be treated as the same person for bankruptcy purposes. If this were to
occur, then you could experience delays or reductions in payments as a result of:

    •    the automatic stay which prevents secured creditors from exercising remedies against a debtor in bankruptcy without
         permission from the court and provisions of the bankruptcy code that permit substitution of collateral;

    •    tax or government liens on our property that arose prior to the transfer of a receivable to the trust having a right to be
         paid from collections before the collections are used to make payments on the notes; or

    •    the fact that the trust might not have a perfected security interest in any cash collections on the receivables held by
         the servicer at the time that a bankruptcy proceeding begins. See “The Servicers—Collections; Commingling” in this
         prospectus for a description of the conditions under which the servicer is allowed to commingle collections with its
         funds.

     As discussed in more detail under “The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act,” if the
FDIC were appointed receiver of General Electric Capital Corporation as a covered financial company or receiver of us or the
issuing entity as covered subsidiaries of General Electric Capital Corporation under the Orderly Liquidation Authority, the FDIC
would have various powers, including the power to repudiate any contract to which General Electric Capital Corporation, we or
the issuing entity, as applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that
repudiation would promote the orderly administration of that entity’s affairs. In addition, if we were to become subject to the
Orderly Liquidation Authority as a covered subsidiary, the FDIC as receiver could assert that we still effectively own the
transferred receivables and that the issuing entity should be treated as having made a loan to us secured by the transferred
receivables. In such case, the FDIC could repudiate the loan to us and pay us damages as described under “The Trust—FDIC’s
Orderly Liquidation Authority under the Dodd-Frank Act.”

     If the issuing entity itself were to become subject to the Orderly Liquidation Authority of the FDIC as a covered
subsidiary of General Electric Capital Corporation, the FDIC may repudiate the debt of the issuing entity. In such an event,
the related series of noteholders would have a secured claim in the receivership of the issuing entity but delays in payments
on such series of notes and possible reductions in the amount of those payments could occur.

    Among other things, if the FDIC were appointed as receiver for us or the issuing entity, the FDIC could also:

    •    require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to
         establish its rights to payments collected on the receivables; or

    •    request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against us or
         the issuing entity.

     There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the
possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy,
attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or
power to terminate, accelerate or declare a default under any contract to which we or the issuing entity as a covered
subsidiary of General Electric Capital Corporation, is a party, or to obtain possession of or exercise control over any property
of a party subject to the Orderly Liquidation Authority, or affect any contractual rights of any party subject to the Orderly
Liquidation Authority, without the consent of the FDIC for 90 days after appointment of the FDIC as receiver.

     If the FDIC, as receiver for us or the issuing entity, were to take any of the actions described above, payments or
distributions of principal and interest on your notes could be delayed or reduced.




                                                                3
    Commingling of payments could cause delays or reductions in payment of your notes.

     So long as GE Capital continues to act as servicer and retain credit ratings that satisfy certain ratings requirements specified
in the indenture, and there exists no servicer default, collections on the transferred receivables will not be required to be
deposited into the related collection account until the payment date. Pending deposit into the related collection account,
collections may be held by the servicer and invested at its own risk and for its own benefit, and will not be segregated from
funds of the servicer. If the servicer were unable to remit such funds or did not for any reason remit such funds, you might
experience delays in payments on your notes or might incur a loss.

    GE Capital Retail Bank may change the terms and conditions of the accounts in a way that reduces collections.

     GE Capital Retail Bank transfers the receivables but continues to own the credit card accounts. As owner of the accounts,
GE Capital Retail Bank retains the right to change various account terms or treatment, including finance charges, other fees, the
required monthly minimum payment, payment due dates and allocation of payments. These changes may be voluntary on the
part of GE Capital Retail Bank or may be required by law, market conditions or other reasons. Changes in the terms or treatment
of the accounts may reduce the amount of receivables arising under the accounts, reduce the portfolio yield, reduce the amount
of collections on those receivables or otherwise alter payment patterns. Payments to you could be accelerated, delayed or
reduced as a result of these changes. Changes could also cause a reduction in the credit ratings on your notes.

    Charged-off receivables or uncovered dilution could reduce payments to you.

     The primary risk associated with extending credit to GE Capital Retail Bank’s customers under its credit card programs is
the risk of default or bankruptcy of the customer, resulting in the customer’s account balance being charged-off as uncollectible.
GE Capital Retail Bank relies principally on the customer’s creditworthiness for repayment of the account and usually has no
other recourse for collection. In certain circumstances, GE Capital Retail Bank may not be able to successfully identify and
evaluate the creditworthiness of cardholders to minimize delinquencies and losses. General economic factors, such as the rate of
inflation, unemployment levels and interest rates, may result in greater delinquencies that lead to greater credit losses among
customers.

     In addition to being affected by general economic conditions and the success of the servicer’s collection and recovery
efforts, the trust’s delinquency and net credit card receivable charge-off rates are affected by the average age of the various
credit card account portfolios. The average age of credit card receivables affects the stability of delinquency and loss rates of the
portfolio because delinquency and loss rates typically increase as the average age of accounts in a credit card portfolio increases.
The servicer, on behalf of the trust, will charge-off the receivables arising in accounts designated to the trust in accordance with
the trust’s collection policies if the receivables become uncollectible. The collateral securing your notes will be allocated a
portion of these charged-off receivables. See “Description of Series Provisions—Allocation Percentages” and “—Investor
Charge-Offs” in the accompanying prospectus supplement.

     Unlike charged-off receivables, reductions in the receivables due to returns of merchandise, unauthorized charges or
disputes between a cardholder and a merchant, called dilution, are typically absorbed by reductions in our interest in the trust or
reimbursed by us through cash deposits to the excess funding account and are not intended to be allocated to the collateral
securing your notes. However, to the extent our interest is insufficient to cover dilution for any monthly period and we then
default in our obligation to compensate the trust for these reductions, the collateral securing your notes will be allocated a
portion of the uncovered dilution.

     If the amount of charged-off receivables and any uncovered dilution allocated to the collateral securing your notes exceeds
the amount of funds available to reimburse those amounts, you may not receive the full amount of principal and interest due to
you. See “Description of Series Provisions—Investor Charge-Offs” in the accompanying prospectus supplement and “The
Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs” in this prospectus.

    Current, pending and proposed regulation and legislation relating to consumer protection laws may impede collection
efforts or reduce collections.

     Various federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including
credit card accounts and receivables. Such laws and regulations, among other things, limit the fees and other charges that GE
Capital Retail Bank can impose on customers, limit or prescribe certain other terms of GE Capital Retail Bank’s products and
services, require specified disclosures to consumers, or require that GE Capital Retail Bank maintain certain qualifications and
minimum capital levels. In addition, numerous legislative and regulatory proposals are advanced each year which, if adopted,


                                                                4
could have a material adverse effect on the amount of collections available to the trust or further restrict the manner in which the
servicer may conduct its activities on behalf of the trust.

     The Credit Card Accountability, Responsibility and Disclosure Act (the “CARD Act”) of 2009 revamped credit card
disclosures and imposed a number of substantive restrictions on credit card pricing and practices. Among other things, the
CARD Act and associated regulations imposed new requirements and restrictions on changes in terms on credit card accounts,
regulated payment processing and how payments are allocated, restricted a card issuer’s ability to reprice credit card accounts,
restricted penalty and overlimit fees, imposed new disclosure requirements in connection with credit card accounts, limited the
amount of late payment fees that can be charged by card issuers, and required card issuers periodically to reevaluate rate
increases and to take action to reduce rates, if appropriate.

     The CARD Act and revised Regulation Z have had an impact on the bank’s ability to originate new accounts as well as the
yield it is able to achieve on new and existing accounts. Among many other things, the new requirements limit pricing
flexibility, limit the ability to change rates, fees and other terms (especially on outstanding balances), give consumers the right to
reject many changes, restrict the effectiveness of penalty and risk-based pricing programs, result in the elimination of overlimit
fees, dictate how certain payments are applied (for example, in some cases, to higher APRs before lower APRs), and impact the
time that must be allowed for payment to avoid late fees and to obtain the benefit of a grace period. In addition, significant new
disclosure requirements may have impacted and may continue to impact the ways in which consumers use and repay their
accounts. The new requirements have prompted the bank to realign its practices to compensate for the impact of the CARD Act
by adjusting the rates, fees, minimum payments, and other terms on its accounts and the ways in which those accounts are
underwritten, managed and processed.

     Additionally, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) established the
Bureau of Consumer Financial Protection (the “CFPB”), a new federal consumer protection regulator with authority to make
further changes to the federal consumer protection laws and regulations. Among other things, the CFPB may take action to
prevent GE Capital Retail Bank and other entities from engaging in unfair, deceptive or abusive acts or practices in connection
with any transaction with a consumer or in connection with a consumer financial product or service. The new “abusive”
standard will be defined in forthcoming regulations. Evolution of this standard could result in changes to pricing, practices,
procedures and other activities relating to the accounts in ways that could reduce the associated return. It is unclear what changes
would be promulgated by the CFPB and what effect, if any, such changes would have on the trust assets. See “—Financial
regulatory reform legislation could have a significant impact on us, the issuing entity or GE Capital Retail Bank” below. The
Dodd-Frank Act also transferred supervisory responsibility for GE Capital Retail Bank on July 21, 2011 from the Office of
Thrift Supervision to the Office of the Comptroller of the Currency for most matters and to the CFPB for consumer regulatory
matters. It is unknown at this time what, if any, impact this transfer may have on GE Capital Retail Bank. In any event, the
scope of exemption from state laws applicable to GE Capital Retail Bank as a federal savings bank has changed as a result of the
Dodd-Frank Act.

     The requirements of the CARD Act and any future adverse changes in federal and state consumer protection laws or
regulations, or adverse changes in their applicability or interpretation, could make it more difficult for the servicer to collect
payments on the receivables or reduce the finance charges and other fees that can be charged, resulting in reduced collections. If
as a result of the requirements of the CARD Act or any adverse changes in these laws or regulations or in their interpretation,
GE Capital Retail Bank or its affiliates were required to reduce their finance charges and other fees, resulting in a corresponding
decrease in the effective yield of the credit card accounts designated to the trust, an early amortization event could occur and
could result in an acceleration of payment or reduced payments on your notes.

     Receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the
obligors on those receivables. If a cardholder sought protection under federal or state bankruptcy or debtor relief laws, a court
could reduce or discharge completely the cardholder’s obligations to repay amounts due on its account and, as a result, the
related receivables would be charged off as uncollectible. See “The Trust Portfolio—Consumer Protection Laws” in this
prospectus.

     From time to time, Congress and state legislatures may also consider legislation to regulate credit card interchange fees and
other credit card practices. It is not clear at this time what new limitations on credit card practices, new required disclosures or
restrictions on interchange fees may be adopted by these legislative bodies, if relevant or applicable legislation will be adopted at
the federal or state level and, if adopted, what impact any new limitations or requirements would have on the bank.




                                                                5
         Financial regulatory reform legislation could have a significant impact on us, the issuing entity or GE Capital Retail
Bank.

     On July 21, 2010, the Dodd-Frank Act was enacted into law. The Dodd-Frank Act constitutes a sweeping reform of the
regulation and supervision of financial institutions, as well as of the regulation of derivatives and capital market activities,
certain aspects of which are described below in more detail. The Dodd-Frank Act creates new federal governmental entities
responsible for overseeing different aspects of the U.S. financial services industry, including identifying emerging systemic
risks. It also shifts certain authorities and responsibilities among federal financial institution regulators, including regarding
the supervision of insured depository institutions and their holding companies, and the regulation of consumer financial
services and products.

      The Dodd-Frank Act provides that non-bank financial companies, including General Electric Capital Corporation or its
affiliates, could be evaluated for designation as systemically significant financial institutions subjected to enhanced
supervisory standards, and gives the FDIC authority to act as receiver of bank holding companies, financial companies and
their subsidiaries in specific situations under the Orderly Liquidation Authority as described in more detail in “The Trust—
FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act.” If the FDIC were appointed as receiver for General
Electric Capital Corporation, us or the issuing entity under the Orderly Liquidation Authority, payments or distributions of
principal and interest on your notes could be delayed or reduced. See “—If we or the issuing entity became a debtor in a
bankruptcy case or became subject to the Orderly Liquidation Authority of the FDIC, delays or reductions in payment of
your notes could occur” above and “The Trust—FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act.”

     Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal
regulatory agencies. As such, in many respects, the ultimate impact of the Dodd- Frank Act, and its effects on the financial
markets and their participants, will not be fully known for an extended period of time. In particular, no assurance can be given
that the new standards will not have a significant impact on the issuing entity, ourselves or GE Capital Retail Bank, including on
the level of credit card receivables held in the issuing entity, the servicing of those credit card receivables, or the amount of notes
issued in the future and on the regulation and supervision of General Electric Capital Corporation and/or its affiliates.

     The Dodd-Frank Act also required the SEC to review any references to or requirements regarding credit ratings in its
regulations, remove those references or requirements and substitute other appropriate standards of creditworthiness in place of
the credit ratings, and undertake a number of rulemakings related to the asset-backed securities market. One aspect of these
rulemaking efforts will involve a review by the SEC of certain exclusions and exemptions that allow asset-backed issuers to
avoid being regulated as investment companies under the Investment Company Act. The SEC has recently issued an advance
notice of proposed rulemaking indicating that it is considering proposed amendments to these exclusions and exemptions under
the Investment Company Act and requesting comment as to the scope and content of any future amendment proposal. If the
SEC were to narrow or eliminate the exclusions and exemptions under the Investment Company Act that are currently available
to the issuing entity, or were to impose additional conditions for relying on such exclusions and exemptions, the issuing entity
could be required to stop issuing asset-backed securities or could be required to comply with additional conditions that could
affect the notes issued by the issuing entity. If any future amendment adopted by the SEC were to cause the issuing entity to be
subject to regulation as an investment company, an early amortization event would occur for the notes. The effects of the SEC’s
review of the Investment Company Act and other rulemaking efforts relating to asset-backed securities will not be known for an
extended period of time, and no assurance can be given that future rulemakings will not have a significant impact on the issuing
entity, including on the amount of notes issued in the future.

    Limited remedies for breaches of representations could reduce or delay payments.

    When we transfer the receivables to the trust, we make representations and warranties relating to the validity and
enforceability of the transferred receivables, and as to the perfection and priority of the trust’s interest in the receivables.
However, neither the owner trustee nor the indenture trustee will make any examination of the receivables or the related assets to
determine the presence of defects or compliance with the representations and warranties or for any other purpose.

     A representation or warranty relating to the receivables may be violated if the related obligors have defenses to payment or
offset rights, or our creditors or creditors of GE Capital Retail Bank claim rights to the trust assets. If a representation or
warranty is violated, we may have an opportunity to cure the violation. If we are unable to cure any violation within the
specified time period and the violation has a material adverse effect on the transferred receivables or the availability of the
proceeds to the trust, we must, if requested, accept reassignment of the receivables affected by the violation. See “The Trust
Portfolio—Representations and Warranties of the Depositor” in this prospectus.



                                                                 6
    Origination patterns of receivables and operations of retailers could reduce collections.

     Except for co-branded credit cards, GE Capital Retail Bank’s ability to generate new receivables is dependent upon sales at
or through the retailers. The retailing and credit card industries are intensely competitive. Generally, the retailers compete not
only with other retailers and department stores in the geographic areas in which they operate, but also with numerous other types
of retail outlets, including catalog and internet sales businesses. We cannot assure you that the retailers will continue to generate
receivables at the same rate as in prior years. Also, if a retailer were to close some or all of its stores or otherwise stop honoring
the related credit cards, the loss of utility of the affected credit cards could reduce the cardholders’ incentive to pay their
outstanding balances.

     Recently, the United States has experienced a period of economic slowdown. Elevated levels of unemployment and the
continued lack of availability of credit have contributed to a decline in demand for many consumer products, including those
sold at the retailers included in the trust portfolio. A prolonged economic slowdown may increase the risk that a retailer
becomes subject to a voluntary or involuntary case under any applicable federal or state bankruptcy or other similar law. The
bankruptcy of a retailer could lead to a significant decline in the amount of new receivables and could lead to increased
delinquencies and defaults on the receivables associated with a retailer that is subject to a proceeding under bankruptcy or
similar laws. Any of these effects of a retailer bankruptcy could result in the commencement of an early amortization period for
one or more series of notes, including your series. If an early amortization event occurs, you could receive payment of principal
sooner than expected. See “Maturity Considerations” in the accompanying prospectus supplement.

     GE Capital Retail Bank’s ability to generate new receivables is also dependent upon its ability to compete in the current
industry environment. Because the retailers generally accept most major credit cards, not all sales made on credit at the retailers
will generate receivables that will be transferred to the trust. We cannot guarantee that credit card sales under GE Capital Retail
Bank’s private label credit card programs will not decline as a percentage of total credit card sales by the retailers. In addition,
GE Capital Retail Bank offers co-branded credit cards for certain retailers, and certain holders of private label credit card
accounts have been solicited to replace their private label credit cards with co-branded credit cards. When a cardholder’s private
label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit card
account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on
the private label credit card that is replaced by a co-branded credit card will be reduced to zero upon the activation of the new
co-branded credit card. Co-branded credit card accounts were first designated to the trust portfolio in June 2007 and additional
co-branded credit card accounts may be designated to the trust portfolio in the future subject to substantially the same conditions
that apply to the designation of private label accounts. See “The Sponsor—Credit Card Activities” in this prospectus.

    Economic and social factors may adversely affect cardholder payment patterns, finance charge rates and credit card
usage, and may affect the timing and amount of payments to you.

    The amount of principal collections and finance charge collections available to pay your notes on any payment date or, if
applicable, to make deposits into the principal accumulation account for your series will depend on many factors, including:

    •     the rate of repayment of credit card balances by cardholders, which may be earlier or later than expected;

    •     the periodic finance charge rates applicable to the accounts designated to the master trust;

    •     the extent of credit card usage by cardholders, and the creation of additional receivables in the accounts designated
         to the master trust; and

    •     the rate of default by cardholders, which means that receivables may not be paid at all.

    Changes in payment patterns, finance charge rates and credit card usage result from a variety of economic and social

     factors. Economic factors include, among others, the rate of inflation, unemployment levels, the availability and cost of
credit (including mortgages) and real estate values. Social factors include, among others, consumer and business confidence
levels and the public’s attitude about incurring debt and the stigma of personal bankruptcy. In addition, acts of terrorism or
natural disasters in the United States and the political and/or military response to any such events or the commencement of
hostilities between the United States and a foreign nation or nations may have an adverse effect on general economic conditions,
consumer and business confidence and general market liquidity. During periods of economic recession, high unemployment,
increased mortgage foreclosure rates and low consumer and business confidence levels, card usage patterns generally change
and delinquency and loss rates generally increase, resulting in a decrease in the amount of principal collections. These changes
in card usage, delinquency and loss rates and the amount of principal collections may be material. In recent years, concerns over

                                                                7
the availability and cost of credit, increased mortgage foreclosure rates, declining real estate values and geopolitical issues have
contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors,
combined with volatile oil prices, declining business and consumer confidence and increased unemployment, have precipitated a
recession, which has resulted in adverse changes in payment patterns and rise in delinquencies and losses in the accounts
designated to the issuing entity.

     We cannot assure the creation of additional receivables in the accounts designated to the trust or that any particular pattern
of cardholder payments will occur. A significant decline in the amount of new receivables generated could result in the
commencement of an early amortization period for one or more series of notes, including your series. If an early amortization
event occurs, you could receive payment of principal sooner than expected. In addition, changes in finance charges can alter the
monthly payment rates of cardholders. A significant decrease in monthly payment rates could slow the return or accumulation of
principal during an amortization period or accumulation period. See “Maturity Considerations” in the accompanying prospectus
supplement.

    Recharacterization of principal receivables would reduce principal receivables and may require the addition of new
receivables.

      As described under “Description of the Notes—Discount Option” in this prospectus, we may designate a portion of some or
all transferred receivables that would otherwise be treated as principal receivables to be treated as finance charge receivables.
This designation should decrease the likelihood of an early amortization event occurring as a result of a reduction of the average
net portfolio yield for a given period. However, this designation will also reduce the aggregate amount of transferred principal
receivables, which may increase the likelihood that we will be required to add receivables to the trust. If we were unable to add
receivables, one or more series of notes, including your series, could go into early amortization.

   The note interest rate and the receivables interest rate may re-set at different times, resulting in reduced or early
payments to you.

     Some accounts have finance charges assessed at a variable rate based on a designated index, which rate may or may not be
subject to a specified floor. A series of notes may bear interest either at a fixed rate or at a floating rate based on a different
index. If the interest rate charged on the accounts declines, collections of finance charge receivables may be reduced without a
corresponding reduction in the amounts of interest payable on your notes and other amounts required to be paid out of
collections of finance charge receivables. If the interest rate on the accounts declines or the interest rate on a series increases, this
could decrease the spread, or difference, between collections of finance charge receivables and those collections allocated to
make interest payments on your notes. This would increase the risk of early repayment of your notes, as well as the risk that
there may not be sufficient collections to make all required payments on your notes.

    We may assign our obligations as depositor and GE Capital may assign its obligations as servicer.

     Either we or GE Capital may transfer our rights and obligations in our respective capacities as depositor or servicer to one
or more entities without noteholders’ consent so long as specific conditions are satisfied. See “The Depositor—Assignment of
Depositor’s Interests” and “The Servicers—Resignation of Servicer” and “—Merger or Consolidation of Servicer” in this
prospectus. The entity assuming the rights and obligations may or may not be affiliated with us or GE Capital. After the
assignment, either we or GE Capital, as the case may be, would have no further liability or obligation under the documents
relating to the notes and the trust, other than those liabilities that arose prior to the transfer.

   Default by a counterparty to a derivative contract or termination of a derivative contract could lead to the
commencement of an early amortization period.

     If specified in the prospectus supplement for your series, the trust may enter into one or more derivative contracts for the
benefit of your series. Derivative contracts include interest rate swaps, currency swaps, credit swaps, interest rate caps or interest
rate floors.

     If a counterparty to a derivative contract for your series does not make a required payment, the trust will have less funds
available to make payments on your notes. This could cause delays or reductions in the amount of interest or principal paid to
you. The failure of a counterparty to make a required payment may also, subject to any applicable grace periods specified in the
related prospectus supplement, cause an early amortization event and commencement of the early amortization period. If this
were to happen, you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate
you would have been able to earn on your notes.


                                                                  8
     If any derivative contract for your series were to terminate, the trust might not be able to enter into a replacement derivative
contract. For example, a derivative contract may terminate if the counterparty is downgraded or if the counterparty defaults on
its obligations. The early termination of a derivative contract may, subject to any applicable grace periods specified in the related
prospectus supplement, cause an early amortization event and commencement of the early amortization period if the trust does
not enter into a replacement derivative contract. If this were to happen, you could be paid sooner than expected and may not be
able to reinvest the amount paid to you at the same rate you would have been able to earn on your notes.

    Other series of notes may have different terms that may affect the timing and amount of payments to you.

     The trust has issued other series of notes and expects to issue additional series of notes from time to time. Other series of
notes may have terms that are different than the terms for your series, including different early amortization events or events of
default. In addition, the early amortization events and events of default for other series of notes may be subject to grace periods
or rights to cure that are different than the grace periods or rights to cure applicable to the same or similar early amortization
events or events of default for your series. As a result, other series of notes may enter into early amortization periods prior to the
payment of principal on your series of notes. This could reduce the amount of principal collections available to your series at the
time principal collections begin to be accumulated or paid for the benefit or your series and could cause a possible delay or
reduction in payments on your notes. Additional series of notes may be issued without any requirement for notice to, or consent
from, existing noteholders. For a description of the conditions that must be met before the trust can issues new notes, see
“Description of the Notes—New Issuances of Notes” in this prospectus.

     The issuance of new notes could adversely affect the timing and amount of payments on outstanding notes. For example, if
additional notes in the same group as your series for purposes of sharing excess finance charge collections are issued after your
notes and those notes have a higher interest rate than your notes, this could result in a reduction in the amount of excess funds
from other series available to pay interest on your notes. Also, when new notes are issued, the voting rights of your notes will be
diluted.

    Addition of credit card accounts to the trust may decrease the credit quality of the assets securing the repayment of your
notes. If this occurs, your receipt of payments of principal and interest may be reduced, delayed or accelerated.

     The assets of the trust securing the notes change every day. We may choose, or may be required, to add credit card
receivables to the trust. The credit card accounts from which these receivables arise may have different terms and conditions
from the credit card accounts already designated for the trust. For example, the new credit card accounts may have higher or
lower fees or interest rates, or different payment terms. We cannot guarantee that new credit card accounts will be of the same
credit quality as the credit card accounts currently or historically designated for the trust. If the credit quality of the assets in the
trust were to deteriorate, the trust’s ability to make payments on the notes could be adversely affected. See “The Trust
Portfolio—Addition of Trust Assets” in this prospectus.

    It may be difficult to find a suitable successor servicer if GE Capital ceases to act as servicer.

     If GE Capital is terminated as servicer as described under “The Servicers—Servicer Default; Successor Servicer” in this
prospectus, the trust will appoint a successor servicer. Because GE Capital, as servicer, has significant responsibilities with
respect to the servicing of the transferred receivables, the indenture trustee may have difficulty finding a suitable successor
servicer. Potential successor servicers may not have the capacity to adequately perform the duties required of a successor
servicer or may not be willing to perform those duties for the amount of the servicing fee currently payable under the servicing
agreement. If no successor has been appointed and has accepted the appointment by the time the servicer ceases to act as
servicer, the indenture trustee will automatically become the successor servicer. Deutsche Bank Trust Company Americas, the
indenture trustee, does not have credit card operations. If Deutsche Bank Trust Company Americas is automatically appointed as
successor servicer it may not have the capacity to perform the duties required of a successor servicer and current servicing
compensation under the servicing agreement may not be sufficient to cover its actual cost and expenses of servicing the
accounts.

    GE Capital Retail Bank may not be able to designate new accounts to the trust when required by transaction documents.

     If at the end of any monthly period, the amount of receivables in the trust falls below a specified level described under
“The Trust Portfolio—Addition of Trust Assets,” we will be required to cause GE Capital Retail Bank to designate additional
accounts to the trust and transfer additional receivables to the trust on or before the tenth business day following that monthly
period. There is no guarantee that GE Capital Retail Bank will have sufficient accounts to designate to the trust. This could
cause a possible delay or reduction in payments on your notes. If we do not transfer sufficient receivables to the trust within
the grace period specified in the accompanying prospectus, an early amortization event would occur. If this were to happen,

                                                                  9
you could be paid sooner than expected and may not be able to reinvest the amount paid to you at the same rate you would
have been able to earn on your notes.

                                                          The Sponsor

GE Capital Retail Bank

     GE Capital Retail Bank (the “bank”), formerly known as GE Money Bank, is the sponsor of the transactions described in
this prospectus and the accompanying prospectus supplement. The bank has designated a pool of accounts and transfers
receivables in the designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the
bank receivables sale agreement in the future, and the receivables existing in those accounts and any receivables arising in those
accounts in the future will be transferred to us. See “The Trust—Transfer and Assignment of Receivables” in this prospectus for a
more detailed description of the agreement under which the bank transfers receivables to us.

     The bank is an FDIC-insured federal savings bank which is regulated, supervised and examined by the Office of the
Comptroller of the Currency for most matters and the CFPB for consumer regulatory matters. The predecessor to the bank, GE
Capital Consumer Card Co., was established in 1988 as a limited purpose credit card bank and converted to a federal savings
bank in 2003. On February 7, 2005, Monogram Credit Card Bank of Georgia was merged with and into GE Capital Consumer
Card Co. and the surviving entity changed its name to GE Money Bank. As of February 7, 2005, the bank assumed the
obligations of Monogram Credit Card Bank of Georgia as seller of the receivables to us under the receivables sale agreement
and as servicer of the receivables under the servicing agreement. On February 5, 2006, all of the common stock of the bank was
contributed by General Electric Capital Corporation to GE Consumer Finance, Inc., a newly created holding company. As of
October 1, 2011, the name of the bank was changed from GE Money Bank to GE Capital Retail Bank. The bank is engaged in
various consumer lending activities including retail sales financing programs, private label credit cards, bank cards, co-branded
credit cards and consumer installment loans. In addition, the bank provides small business lines of credit to several of its retail
clients.

    The bank is a wholly-owned subsidiary of GE Consumer Finance, Inc., which is in turn a wholly-owned subsidiary of
General Electric Capital Corporation, a Delaware corporation (often referred to as GE Capital). The bank operates within the GE
Retail Finance division of the Consumer Financing operating business, which is further described below.

GE Capital

    GE Capital acts in two capacities in connection with the trust: (1) it acts as servicer of the transferred receivables as
described under “The Servicers—GE Capital” in this prospectus and (2) it acts as administrator for the trust.

    All of GE Capital’s outstanding common stock is owned by General Electric Capital Services, Inc., the common stock of
which is in turn wholly owned, directly or indirectly, by General Electric Company (GE).

     GE Capital operates in five operating businesses: Commercial Lending and Leasing, Consumer (formerly GE Money), Real
Estate, Energy Financial Services and GE Commercial Aviation Services. These operations are subject to a variety of regulations
in their respective jurisdictions. Financing and services offered by GE Capital are diversified, a significant change from the
original business of GE Capital, which was financing distribution and sale of consumer and other GE products. Currently, GE
manufactures few of the products financed by GE Capital.

    GE Capital’s services are offered primarily in North America, Europe and Asia. GE Capital’s principal executive offices are
located at 3135 Easton Turnpike, Fairfield, CT, 06828-0001.

    The Consumer operating business of GE is a leading provider of financial services to consumers and retailers in many
countries around the world. Consumer offers a full range of innovative financial products to suit customers’ needs. These
products include, on a global basis, private-label credit cards; personal loans; bank cards; auto loans and leases; mortgages; debt
consolidation; home equity loans; deposit and other savings products; and small and medium enterprise lending.

     Consumer’s operations are subject to a variety of bank and consumer protection regulations, including regulations
controlling data privacy. Further, a number of countries have ceilings on rates chargeable to consumers in financial service
transactions. Consumer is subject to competition from various types of financial institutions including commercial banks, leasing
companies, consumer loan companies, independent finance companies, manufacturers’ captive finance companies, and
insurance companies. Industry participants compete on the basis of price, servicing capability, promotional marketing, risk


                                                                10
management, and cross selling. The markets in which Consumer operates are also subject to the risks from fluctuations in retail
sales, interest and currency exchange rates, and the consumers’ capacity to repay debt.

    Consumer’s headquarters are currently in London, England and its operations are located in North America, South America,
Europe, Australia and Asia.

Credit Card Activities

    The bank predominantly offers private label credit card accounts. The private label credit card account business consists of
revolving consumer credit account programs established with retailers that have been approved by the bank. Open-end revolving
credit card accounts are offered to customers of those retailers. Each credit card account is established primarily for the purchase
of goods and services of a particular retailer. In addition, in some cases, cardholders may be permitted to access their credit card
accounts for cash advances.

     The bank, together with its retail partners, have been replacing private label credit cards offered to their customers with co-
branded MasterCard, VISA, Discover and American Express general purpose credit cards that may be used to purchase goods
and services wherever MasterCard, VISA, Discover and American Express cards, as the case may be, are accepted. For many
programs, the bank also offers such co-branded credit cards to new customers at the point of sale. Such co-branded cards may in
the future make up a larger or smaller portion of the bank’s portfolio. The bank currently offers to originate co-branded credit
cards for several retailers including Wal-Mart, Sam’s Club, Dillard’s, Meijer, Brooks Brothers and Gap. The bank has
previously offered co-branded credit cards for other retailers including JCPenny and Lowe’s, and may in the future offer, co-
branded credit cards for these and other retailers. Certain holders of private label credit card accounts have been solicited to
replace their private label credit cards with co-branded credit cards. In the future the bank expects to solicit other holders of
private label credit card accounts to replace their private label credit cards with co-branded credit card accounts. The bank
sometimes refers to the co-branded credit cards it issues as dual cards, since they can combine features and benefits of private
label credit cards with multi-merchant acceptance of general purpose credit cards.

     Generally, when a cardholder receives a co-branded credit card as a replacement for its private label credit card, the
cardholder will have up to 120 days to accept a co-branded credit card. If the cardholder does not accept a co-branded credit
card, its existing private label credit card account will remain open. In addition, in most cases, the co-branded credit cards are
offered at the point of sale at the same retail locations where private label credit cards are offered. When a cardholder’s private
label credit card that is currently designated to the trust is replaced by a co-branded credit card, the private label credit card
account will be removed from the trust in accordance with the provisions of the securitization documents. The balance, if any, on
the private label credit card that is replaced by a co-branded credit card will be reduced to zero and in connection therewith the
balance will be transferred to the successor co-branded credit card account. Co-branded credit card accounts were first
designated to the trust portfolio in June 2007 and additional co-branded credit card accounts may be designated to the trust
portfolio in the future subject to substantially the same conditions that apply to the designation of private label accounts.

     Merchants receive a discounted purchase price for goods and services purchased using credit card accounts in the
MasterCard, VISA, Discover and American Express systems. A portion of the discount is referred to as “interchange” and is
used to compensate card issuers participating in the Visa, MasterCard International, Discover and American Express
associations as partial compensation for taking credit risk, absorbing fraud losses and funding. Since the co-branded cards
issued by the bank can be used for purchases through one of these systems, charges on those cards will generate interchange
revenue for the bank in connection with purchases by cardholders other than at the retailer related to the co-branded card. When
co-branded card accounts are designated as part of the trust portfolio, the bank will be required to transfer to us, and we will in
turn transfer to the trust, a portion of the interchange from accounts in the related retailer’s co-branded card program. The
portion of interchange to be transferred is meant to approximate the interchange attributable to cardholder charges for
merchandise and services on the co-branded accounts that are designated to the trust portfolio. Interchange received by the trust
will be treated as collections of finance charge receivables.

Program Agreements

    Retailers that are approved and accepted into a private label or co-branded credit card program enter into a credit card
program agreement with the bank. These agreements vary on a retailer-by-retailer basis, and may be amended from time to time.
Under these agreements, the bank issues credit cards to approved customers and owns the underlying account and all receivables
generated thereunder from the time of origination, unless otherwise sold following origination.

    The program agreements generally have original contract terms ranging from approximately two to ten years and remaining
terms as indicated in the accompanying prospectus supplement under “Risk Factors—Termination of certain credit card

                                                               11
programs could lead to a reduction of receivables in the trust.” Many of the program agreements have renewal clauses which
allow the program agreement to be renewed for successive one or more year terms until terminated by the bank or the retailer.
The program agreements may also be terminated prior to scheduled expiration upon mutual agreement between the bank and the
related retailer. As described in more detail under “Risk Factors—Termination of certain credit card programs could lead to a
reduction of receivables in the trust” in the accompanying prospectus supplement, certain of the program agreements are
scheduled to expire while your notes are outstanding. The bank is currently in negotiations with retailers to renew the program
agreements that are nearing their termination dates, however there is no assurance that the bank and the retailers will mutually
agree on any such renewal. In addition, the program agreements generally permit termination in the event of breach of the
agreement, in the event the retailer becomes insolvent, files bankruptcy or has a material adverse change in financial condition,
upon the occurrence of a significant change in law, or upon the occurrence of other specified portfolio-related performance
triggers or other events of default. Program agreements generally provide that upon termination, the retailer has the option to
purchase or designate a third party to purchase the receivables generated with respect to its program, including receivables in the
trust. If these terminations and purchases were to occur with respect to retailers whose programs generate a significant portion of
the trust’s receivables, and the bank were unable to provide receivables arising under newly designated additional accounts to
replace those purchased by a retailer, an early amortization period could begin. See “Risk Factors—Termination of certain credit
card programs could lead to a reduction of receivables in the trust” in the accompanying prospectus supplement.

     The program agreements typically provide that the bank may chargeback a receivable if a customer makes a dispute
concerning the merchandise or the validity of the charge or if there is a violation of certain terms of the program agreement. The
program agreements may also provide for chargeback of receivables if there is fraud and the retailer failed to follow the
operating procedures documented in the program agreement. In most other cases there is no recourse to the retailer because of
the failure of the customer to pay.

Account Origination

    The bank has separately developed programs to promote credit with each of the retailers and has developed varying credit
decision guidelines for the different retailers. The bank originates revolving credit card accounts through several different
channels, including: (1) in-store, (2) mail, (3) internet, (4) telephone and (5) pre-approved solicitations.

     Applicants provide information such as name, address, telephone number, date of birth and social security number. Once
inputted into the credit application system, the application is screened for information such as applicant age, missing information
and other information which would result in a policy rejection of the application. After clearing these screens, the application is
scored based on the applicant’s credit bureau report obtained from one of the three major credit bureaus using proprietary credit
and bankruptcy scorecards. The bank applies additional application screens based on input from credit bureaus and applicant
information to help identify potential fraud and prior bankruptcies before qualifying the application for approval. Accounts that
are identified as involving potential fraud will go through an additional authorization process before being approved. The bank
also compares applicants’ names against the Specially Designated Nationals list maintained by The Office of Foreign Assets
Control (OFAC). Qualifying credit scores and initial credit line assignments are determined for each portfolio by the risk
management group responsible for the individual portfolio.

     The process for submitting applications through a retail client location requires the retailer to transmit the applicant’s
information to the bank after obtaining positive identification and providing the applicant with key account terms. Once received
by the bank, the application is reviewed as required and the system automatically screens the application for content and credit
worthiness. If the application is approved, the customer is advised of a temporary account number and initial credit line either
electronically or by phone. If the application is declined or referred for additional reviews, the store is advised that the applicant
will be notified of the final decision by mail. When an application is approved, the store offers the new account holder the
opportunity to shop immediately on the card using a temporary shopping pass and provides the new account holder certain initial
disclosures. Credit cards and a copy of the account agreement are mailed to the cardholder following approval.

     Applications submitted through the mail or entered through the internet are processed similarly after the information is
entered into the bank’s system, except that if the application was submitted through the mail, the applicant is notified of the
bank’s decision regarding the application by mail and, if the application was submitted through the internet, the applicant is
notified on-line.

     The bank has used pre-approved account solicitations in varying degrees for certain retail programs. Potential applicants are
pre-screened and qualified individuals each receive a pre-approved credit offer. In addition, the bank screens prospective
customers based on information provided by the retailer or obtained from outside lists, and offers pre-approved credit to
qualified prospects.


                                                                12
    At the time a new account is opened, the bank assigns the credit card account to a billing cycle with the purpose of evening
out monthly billing statement volumes.

Underwriting Process

     Account Underwriting and Credit Guidelines. The bank develops or adopts systems and specifications for underwriting and
authorizations. It contracts with GE Capital for services, including the implementation of these systems and of the underwriting
and authorization specifications. The bank’s underwriting process involves the purchase of credit bureau information. The bank
obtains credit reports from one or more of the following credit bureaus: Experian, Inc., Equifax Credit Information Services, Inc.
and Trans Union Corporation. The information obtained is electronically transmitted into industry scoring models and
proprietary scoring models developed for the bank to calculate a credit score. The bank periodically analyzes performance trends
of accounts originated at different score levels as compared to projected performance, and adjusts the minimum score or the
opening credit limit to manage risk. Different scoring models may be used depending upon bureau type and account source.
Virtually all underwriting and authorization decisions are automated. In some situations, a customer may request a higher credit
limit than what is initially offered by the bank. In these instances, the bank may request additional financial information such as
verification of income, net worth and total outstanding indebtedness. This additional information is also evaluated through the
bank’s automated underwriting and authorization processes. To the extent that an evaluation of a particular applicant’s request
cannot be accommodated through the bank’s automated evaluation process, an override could occur which would be supported
by the additional information obtained from the customer.

     Credit Monitoring. To monitor and control the quality of its portfolio of credit cards, the bank uses behavioral scoring
models to score each active account on its monthly cycle date. The behavioral scoring models are used to dynamically evaluate
whether or not credit limits should be increased or decreased. A refreshed credit bureau score is obtained on each active account
no less than quarterly to help evaluate changes in customers’ credit profiles.

     Credit Authorization. Point-of-sale terminals in each retailer’s stores have an on-line connection with the bank’s credit
authorization system and allow real-time updating of accounts. Sales transactions are passed through a proprietary authorization
system which looks at a variety of behavioral and risk factors to determine whether each transaction should be approved “as is,”
with a credit limit increase or should be declined.

     Fraud Investigation. The bank contracts with several of its affiliates to provide follow up and research with respect to
different types of fraud such as fraud rings, new account fraud and transactional fraud. The bank has developed a proprietary
fraud model to identify new account fraud that utilizes tools that help identify transaction purchase behavior outside the
cardholder’s established pattern.

Marketing Programs

     Following new account opening, the bank has an ongoing lifecycle marketing program, the primary purpose of which is to
promote cardholders’ loyalty to the retailers. Working in close collaboration with each retailer client, the bank develops card
marketing programs that promote retailers’ cardholder sales for creditworthy cardholders. Direct mail campaigns and monthly
billing statements provide direct marketing communications for cardholders. This supports the retailer’s in-store programs by
encouraging both store traffic and card usage. These programs include cardholder specific offers, events and special services,
including product discounts, dollar-off coupons, cardholder sales, new product announcements and previews, gift wrapping,
alteration or delivery services.

     The bank has invested significantly to improve its direct marketing capabilities with an extensive marketing database,
including, among other things, retailer specific data warehouses containing account level transactional, performance,
demographic and campaign history. This data is used to develop marketing models and programs to increase credit card usage.
Client-dedicated teams provide ongoing program performance tracking to assess return on investment and support continuous
improvement in the bank’s ability to predict and target the most responsive cardholders.

     The bank also manages a number of ongoing retail loyalty programs as part of the private label and co-branded credit card
benefits offered to specific retailers. These programs typically provide discounts to cardholders in the form of gift certificates
offered by the applicable retailers, which are earned based on achieving a pre-set spending level on the card. The gift certificates
are then mailed to the cardholder and can be redeemed at the retailer for store merchandise. Other programs provide point
rewards for cardholders, which are redeemable for a variety of awards. These ongoing loyalty programs have typically
generated incremental credit sales per cardholder on an ongoing basis, while ensuring continued card value and ongoing
purchase loyalty.


                                                               13
    The bank is also continuously working with its retailer clients to identify improved private label card and co-brand strategies
and to increase overall card demand and usage through improved value, card utility, functionality and convenience. Major
product improvements may be introduced from time to time through widespread card reissues, direct mail and in-store marketing
campaigns.

Sponsor’s Securitization Experience

     The bank has been engaged (including through predecessor entities) in the securitization of credit card receivables since
1997. Historically, the bank used both sponsored and third-party entities to execute credit card securitization transactions in the
commercial paper markets. With GE Capital’s adoption of FIN 46, Consolidation of Variable Interest Entities, on July 1, 2003,
GE Capital, with respect to its credit card securitization activities, consolidated the assets and liabilities in certain sponsored
entities and stopped executing new securitization transactions with those entities. The bank continues to engage in credit card
securitization transactions with third-party entities and through public offerings of asset backed notes pursuant to this prospectus,
both of which are predominantly executed through the trust. The bank also from time to time assumes the role of sponsor and
servicer in pre-existing securitizations of acquired businesses.

    As an indirect, wholly-owned subsidiary of GE Capital, the bank also benefits from GE Capital’s broader securitization
experience. In addition to credit card receivables, assets supporting GE Capital securitizations executed by GE Capital and its
subsidiaries and affiliates that are currently outstanding include: receivables secured by equipment loans and leases; floorplan
receivables; commercial real estate loans; residential real estate and home equity loans; secured corporate loans and other assets.

     None of the bank’s securitization transactions have experienced early amortizations, servicer defaults or events of default.
On a few occasions, private transactions have been modified to adjust for a retailer’s insolvency or the termination of a credit
card program. Neither we nor the bank or the trust can guarantee that there will not be any early amortizations, servicer defaults
or events of default in the future.

Bank’s Ability to Change Account Terms and Procedures

     The bank has agreed that it will comply with the credit card program agreements relating to the accounts and its policies and
procedures relating to the accounts unless the failure to do so would not materially or adversely affect our rights. The bank may
change the terms and provisions of the credit card program agreements, the agreements between the bank and the cardholders
relating to the accounts or policies and procedures, including changing the required minimum monthly payment, calculation of
the amount, or the timing of, charge-offs and periodic finance charges and other fees applicable to the accounts, so long as any
changes made are also made to any comparable segment of the bank’s revolving credit card accounts which have characteristics
the same as, or substantially similar to, the accounts that are the subject of the applicable change except as otherwise restricted
by any agreement between the bank and a third-party or by the terms of the credit card program agreements (in each case,
subject to applicable law).

     The bank has also agreed that it will not reduce the finance charges and other fees on the accounts, if we inform the bank
that as a result of the reduction, we have a reasonable expectation that the portfolio yield for any series of notes as of the time of
the reduction would be less than the base rate for that series, except as required by law and as the bank deems necessary in order
to maintain its credit card business, based on its good faith assessment, in its sole discretion, of the nature of the competition in
the credit card business. In any event, the bank will not reduce the periodic finance charges assessed on any transferred
receivable or other fees on any account if (i) the reduction would cause the trust to fail to make required payments under the
indenture and (ii) noteholders representing more than a majority of the outstanding principal amount of each affected series of
notes have not consented to the reduction.

Assignment of Bank’s Obligations; Additional Sponsors and Sellers

     The obligations of the bank under the bank receivables sale agreement are not assignable and no person may succeed to the
rights of the bank under the bank receivables sale agreement, except in the following circumstances:

    (1)       the merger or consolidation of the bank or the conveyance by the bank of its business substantially as an
              entirety, in each case that does not cause a breach of the covenant described in the following paragraph;

    (2)       the designation by the bank of additional persons to originate receivables and/or sell receivables to us under the
              bank receivables sale agreement so long as the Rating Agency Condition has been satisfied; and



                                                                14
    (3)      conveyances, mergers, consolidations, assumptions, sale or transfers to other entities provided that the
             following conditions are satisfied:

             (a) the bank delivers an officer’s certificate to us indicating that the bank reasonably believes that the action
                 will not result in a material adverse effect on the bank’s ability to perform its obligations under the
                 transaction documents, the validity or enforceability of the transaction documents, the transferred
                 receivables or our interest or the bank’s interest in the transferred receivables;

             (b) the bank delivers an officer’s certificate and opinion of counsel described in clause (2) of the following
                 paragraph; and

             (c) the purchaser, pledgee, transferee or other entity succeeding to the obligations of the bank expressly
                 assumes by a supplemental agreement to perform every covenant and obligation of the bank under the bank
                 receivables sale agreement.

    The bank will covenant that it will not consolidate with or merge into any other entity or convey its business substantially as
an entirety to any person unless:

    (1)      the entity, if other than the bank, formed by the consolidation or merger or that acquires the property or assets of
             the bank:

             (a) is organized under the laws of the United States or any one of its states; and

             (b) expressly assumes, by a supplemental agreement, to perform every covenant and obligation of the bank
                 under the bank receivables sale agreement;

    (2)      the bank delivers to us an officer’s certificate stating that the merger, consolidation or transfer and the related
             supplemental agreement comply with any applicable terms of the bank receivables sale agreement and that all
             conditions precedent relating to the applicable transaction have been complied with, and an opinion of counsel
             to the effect that the related supplemental agreement is legal, valid and binding with respect to the surviving
             entity, subject to permitted insolvency and equity related exceptions; and

    (3)      the bank delivers notice of the applicable transaction to each Hired Agency.

                                                         The Depositor

RFS Holding, L.L.C.

     We—RFS Holding, L.L.C.—are a limited liability company formed under the laws of the State of Delaware on
December 19, 2002, and are a wholly-owned, indirect subsidiary of General Electric Capital Services, Inc., which is also the
indirect parent of the bank and the direct parent of GE Capital. We were organized for the purpose of purchasing, holding,
owning and transferring receivables and related activities. We have been securitizing credit card receivables as described in this
prospectus since our formation and have not been engaged in any activities other than securitizing assets.

     As described under “The Trust—Transfer and Assignment of Receivables,” we transfer all receivables transferred to us by
the bank to the trust on an on-going basis. We are the sole certificateholder of the trust and have the right to receive all cash
flows from the assets of the trust other than the amounts required to make payments for any series of notes. Our interest is called
the transferor interest and is evidenced by a transferor certificate issued by the trust under its trust agreement.

Assignment of Depositor’s Interests

     The trust agreement provides that we may sell, assign, pledge or otherwise transfer our interest in all or a portion of the
transferor interest. Before we may transfer our interest in the transferor interest, the following must occur:

    (1)    the Rating Agency Condition must be satisfied with respect to the transfer;

    (2)    we deliver an opinion of counsel to the effect that, for federal income tax purposes:



                                                               15
            (a) the transfer will not adversely affect the tax characterization as debt of any outstanding class of notes that
                were characterized as debt at the time of their issuance;

            (b) the transfer will not cause the trust to be deemed to be an association, or publicly traded partnership, taxable
                as a corporation; and

            (c) the transfer will not cause or constitute an event in which gain or loss would be recognized by any noteholder;
                and

    (3)     we deliver an opinion to the effect that the transfer does not require registration of the interest under the Securities
            Act or state securities laws except for any registration that has been duly completed and become effective.

     We may consolidate with, merge into, or sell our business to another entity, in accordance with the transfer agreement if the
following conditions are satisfied:

    (1)     the entity, if other than us, formed by the consolidation or merger or that acquires our property and assets:

            (a) is organized under the laws of the United States or any one of its states and is either (x) a business entity that
                may not become a debtor in a proceeding under the bankruptcy code or (y) a special-purpose corporation, the
                powers and activities of which are limited to the performance of our obligations under the transfer agreement
                and other transaction documents; and

            (b) expressly assumes, by a supplemental agreement, each of our covenants and obligations;

    (2)     we deliver to the trust an officer’s certificate stating that the merger, consolidation or transfer and the related
            supplemental agreement comply with any applicable terms of the transfer agreement and that all conditions
            precedent relating to the applicable transaction have been complied with and an opinion of counsel to the effect
            that, the related supplemental agreement is valid and binding with respect to the surviving entity, enforceable
            against the surviving entity, subject to insolvency and equity related exceptions; and

    (3)     the Rating Agency Condition must be satisfied with respect to the transaction.

    The conditions described in this paragraph do not apply to any consolidation or merger if we would be the surviving entity.

                                                            The Trust

GE Capital Credit Card Master Note Trust

     GE Capital Credit Card Master Note Trust—which is referred to in this prospectus and the accompanying prospectus
supplement as the “trust” or the “issuing entity”—will issue your notes. The trust is a statutory trust created under the laws of the
State of Delaware. It is operated under a trust agreement, dated as of September 25, 2003, between us and BNY Mellon Trust of
Delaware, as owner trustee. We are the sole equity member of the trust.

    The activities of the trust consist of:

    •     acquiring and owning the trust assets and the proceeds of those assets;

    •     issuing and making payments on the notes, the transferor certificate and any supplemental certificates issued by the
          trust; and

    •     engaging in related activities.

     The trust may not engage in any activity other than in connection with the activities listed above or other than as required or
authorized by the trust agreement, the agreements pursuant to which the receivables are transferred from the bank to us and from
us to the trust, the indenture and the indenture supplements or any related agreements. The fiscal year of the trust ends on
December 31st of each year, unless changed by the trust. The trust will notify the indenture trustee of any change in its fiscal
year.



                                                                 16
     The trust agreement may be amended by us and the owner trustee if the Rating Agency Condition has been satisfied and we
have delivered an officer’s certificate to the effect that the amendment will not adversely affect in any material respect the
interests of the noteholders. Without the consent of all noteholders, no amendment to the trust agreement may increase or reduce
in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the
noteholders or reduce the percentage of the outstanding principal balance of the notes, the holders of which are required to
consent to any amendment.

     The administrator may perform certain discretionary activities with regard to the administration of the trust and the notes, as
described in “—Administrator” in this prospectus. The servicer may also perform certain discretionary activities with regard to
the trust’s assets, as described in “The Servicers” in this prospectus. We, as holder of the transferor certificate, may also direct
the owner trustee to perform certain discretionary activities with regard to the trust, as described in “The Owner Trustee—Duties
and Responsibilities of Owner Trustee” in this prospectus.

   The trust’s principal offices are at the following address: c/o General Electric Capital Corporation, as administrator, 777
Long Ridge Road, Stamford, Connecticut 06927. The trust’s phone number is (203) 585-6190.

Restrictions on Activities

    As long as the notes are outstanding, the trust will not, among other things:

    •     except as expressly permitted by the indenture or the transfer agreement, sell, transfer, exchange or otherwise
          dispose of any of the assets of the trust;

    •     claim any credit on, or make any deduction from payments in respect of the principal and interest payable in respect
          of, the notes—other than amounts withheld under the Code or applicable state law—or assert any claim against any
          present or former noteholder because of the payment of taxes levied or assessed upon the assets of the trust that
          secure the notes;

    •     voluntarily dissolve or liquidate in whole or in part or reorganize its business or affairs;

    •     permit (A) the validity or effectiveness of the indenture or the lien under the indenture to be impaired, or permit any
          person to be released from any covenants or obligations with respect to the notes under the indenture except as may
          be expressly permitted by the indenture, (B) any lien or other claim of a third party to be created with respect to the
          assets of the trust securing the notes or (C) the lien of the indenture not to constitute a valid first priority perfected
          security interest in the assets of the trust that secure the notes;

    •     engage in any business or activity other than in connection with, or relating to the financing, purchasing, owning,
          selling and servicing of the transferred receivables and the other property securing the notes, the issuance of the
          notes and the other transactions contemplated by the trust agreement and other transaction documents as described
          under “—GE Capital Credit Card Master Note Trust” in this prospectus;

    •     incur, assume or guarantee any indebtedness other than the notes, except as contemplated by the indenture and other
          transaction documents;

    •     make any loan or advance to any person; or

    •     consent to any reduction in periodic finance charges assessed on any transferred receivable transferred under the
          transfer agreement without the consent of noteholders representing more than a majority of the outstanding principal
          amount of each affected series of notes if the reduction would cause the trust to fail to make required payments
          under the indenture on any payment date.

    The indenture also provides that the trust may not consolidate with, merge into or sell its business to, another entity, unless:

    (1)     the entity:

            (a) is organized under the laws of the United States or any one of its states;

            (b) is not subject to regulation as an “investment company” under the Investment Company Act of 1940;


                                                                 17
            (c) expressly assumes, by supplemental indenture, the trust’s obligation to make due and punctual payments
                upon the notes and the performance of every covenant of the trust under the indenture;

            (d) in the case of a sale of the trust’s business, expressly agrees, by supplemental indenture that (i) all right, title
                and interest so conveyed or transferred by the trust will be subject and subordinate to the rights of the
                noteholders and (ii) it will make all filings with the Securities and Exchange Commission required by the
                Securities Exchange Act of 1934 in connection with the notes; and

            (e) in the case of a sale of the trust’s business, expressly agrees to indemnify the indenture trustee for any loss,
                liability or expense arising under the indenture and the notes;

    (2)     no event of default will exist immediately after the merger, consolidation or sale;

    (3)     the Rating Agency Condition has been satisfied;

    (4)     the trust will have received an opinion of counsel to the effect that for federal income tax purposes:

            (a) the transaction will not adversely affect the tax characterization as debt of any outstanding class of notes as to
                which an opinion of counsel was delivered at the time of their issuance that those notes would be
                characterized as debt;

            (b) the transaction will not cause the trust to be deemed to be an association or publicly traded partnership taxable
                as a corporation; and

            (c) the transaction will not cause or constitute an event in which gain or loss would be recognized by any
                noteholder;

    (5)     any action necessary to maintain the lien and security interest created by the indenture will have been taken; and

    (6)     the trust has delivered to the indenture trustee an opinion of counsel and officer’s certificate each stating that the
            consolidation, merger or sale satisfies all requirements under the indenture and that the supplemental indenture is
            duly authorized, executed and delivered and is valid, binding and enforceable.

Administrator

    GE Capital acts as administrator for the trust. See “The Sponsor—GE Capital Retail Bank” in this prospectus for a
description of the business of GE Capital.

     The administrator will provide the notices and perform on behalf of the trust other administrative duties of the trust under
the transfer agreement, the servicing agreement and the indenture. The administrator, on behalf of the trust, will monitor the
performance of the trust under the transfer agreement, the servicing agreement and the indenture and advise the trust when
action is necessary to comply with the trust’s duties under those agreements. The administrator will prepare, or cause to be
prepared, for execution by the trust, all documents, reports, filings, instruments, certificates and opinions that the trust is required
to prepare, file or deliver under the transfer agreement, the servicing agreement and the indenture and will take all appropriate
action that is the duty of the trust or the owner trustee to take under those agreements, including:

    •     enforcing the obligations of the servicer under the servicing agreement and the delivery of a servicer termination
          notice and appointment of a successor servicer under the circumstances described in “The Servicers—Servicer
          Default; Successor Servicer” in this prospectus;

    •     the removal of the indenture trustee and the appointment of a successor indenture trustee under the circumstances
          described in “The Indenture Trustee—Resignation or Removal of Indenture Trustee” in this prospectus; and

    •     the removal of the owner trustee and the appointment of a successor owner trustee upon the resignation or removal
          of the owner trustee.

     With respect to any matters that in the reasonable judgment of the administrator are non-ministerial, the administrator will
not take any action unless the administrator has first notified the owner trustee or the trust, as applicable, of the proposed action

                                                                 18
within a reasonable amount of time prior to the taking of that action and the owner trustee or the trust has consented to that
action or provided alternative direction. Non-ministerial matters that may be performed by the administrator on behalf of the
trust include:

    •    the initiation or settlement of any claim or lawsuit brought by or against the trust other than in connection with the
         collection of the transferred receivables;

    •    the amendment of the servicing agreement, the transfer agreement, the indenture or any other related document; and

    •    the appointment of successor note registrars, paying agents, indenture trustees, administrators and servicers.

    The administrator is an independent contractor and is not subject to the supervision of the trust or the owner trustee
concerning the manner in which it performs its obligations under the administration agreement.

     As compensation for the performance of its duties under the administration agreement and as reimbursement for its
expenses relating to those duties, the administrator is entitled to receive $350 per month payable in arrears on each payment
date. Payment of this fee is solely an obligation of the trust.

     The administrator may resign by providing the trust and the servicer with at least 60 days’ prior written notice. Upon
resignation of the administrator, the resigning administrator will continue to perform its duties as administrator until the later of
(a) 45 days after delivery to the trust, the indenture trustee and the servicer of notice of its resignation and (b) the date on which
the resigning administrator becomes unable to act as administrator as specified in the notice of resignation and an accompanying
opinion of counsel.

     The trust may remove the administrator without cause by providing the administrator and the servicer with at least 60 days’
prior written notice. At the sole option of the trust, the administrator may also be removed immediately upon written notice of
termination from the trust to the administrator and us if any of the following events occurs:

    •    the administrator defaults in the performance of any of its duties and, after notice of the default, does not cure the
         default within ten days or, if the default cannot be cured in ten days, does not give, within ten days, assurance of
         cure that is reasonably satisfactory to the trust; or

    •    certain bankruptcy or insolvency related events relating to the administrator.

    Upon the administrator’s receipt of notice of termination, the predecessor administrator will continue to perform its duties as
administrator until the date specified in the notice of termination or, if no date is specified in a notice of termination, until receipt
of notice.

    If the administrator is terminated, the trust will appoint a successor administrator. No resignation or removal of the
administrator will be effective until a successor administrator has been appointed by the trust and the Rating Agency Condition
has been satisfied with respect to the appointment.

     The administrator will indemnify the trust and its employees, trustees and agents against any liabilities and expenses
incurred without gross negligence or willful misconduct on their part, arising out of or in connection with the instructions given
by the administrator under the administration agreement or the failure by the administrator to perform its obligations under the
administration agreement.

    The administration agreement may be amended by the trust and the administrator.

Capitalization of Trust; Minimum Free Equity Amount

    The trust’s capital structure has three main elements:

    •    notes issued to investors, which are summarized in Annex I to your prospectus supplement;

    •    excess collateral amounts, which are portions of the transferred receivables that provide credit enhancement for
         various series of notes by absorbing losses and uncovered dilution on the transferred receivables allocated to the
         related series to the extent not covered by finance charge collections available to that series; and

                                                                 19
    •    the free equity amount, as described below.

    We use the term “equity amount” to refer to the result of the following calculation:

    •    the sum of the total amount of principal receivables (including the principal amount of any participation interests
         held by the trust), plus any balance in the excess funding account and the amount of principal collections on deposit
         in other trust accounts; minus

    •    the aggregate outstanding principal amount of all of the trust’s notes.

    The equity amount at any time may exceed the sum of the excess collateral amounts for all series of notes. We refer to this
excess amount, if any, as the Free Equity Amount. We are required to maintain a minimum Free Equity Amount at least equal to
the Minimum Free Equity Amount. The calculations of the Free Equity Amount and the Minimum Free Equity Amount are
described more specifically in the “Glossary of Terms for Prospectus” in this prospectus.

     On each business day on which the Free Equity Amount is less than the Minimum Free Equity Amount, the servicer, on
behalf of the trust, will deposit collections of transferred principal receivables and excess shared principal collections otherwise
distributable to us or our assigns into the excess funding account until the Free Equity Amount equals the Minimum Free Equity
Amount. On any payment date on which one or more series are in an amortization period, the trust will determine the aggregate
amounts of principal shortfalls, if any, for these series remaining after application of shared principal collections, as described
under “Description of the Notes—Shared Principal Collections” in this prospectus, and will instruct the indenture trustee to
withdraw funds on deposit in the excess funding account to cover remaining principal shortfalls, subject to the limitations
described in the following sentence. The amount to be withdrawn from the excess funding account and treated as shared
principal collections for any payment date may not exceed the amount by which the Free Equity Amount would be less than zero
if there were no funds on deposit in the excess funding account on that payment date.

    In addition, as described in “The Trust Portfolio—Addition of Trust Assets” in this prospectus, if at the end of any Monthly
Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be required to designate additional
accounts to the trust.

Transfer and Assignment of Receivables

    Under a receivables purchase agreement entered into by the bank in 1997, the bank, in its capacity as transferor, transferred
receivables in designated accounts on an ongoing basis to RFS Funding Trust or its predecessor, RFS Funding Incorporated.
RFS Funding Trust was a special purpose Delaware statutory trust that, among other things, issued a certificate representing a
beneficial interest in the transferred receivables, which certificate was the primary initial asset of the trust. As of September 25,
2003, the 1997 agreement was replaced by two new agreements:

    •    the receivables sale agreement, between the bank, as seller, and us, as buyer—which we refer to as the bank
         receivables sale agreement; and

    •    a receivables purchase and contribution agreement between us, as seller, and RFS Funding Trust, as buyer—which
         we refer to as the trust receivables purchase agreement.

     Under the bank receivables sale agreement, the bank has designated a pool of accounts and transfers receivables in the
designated accounts to us on an ongoing basis. The bank may also designate additional accounts under the bank receivables sale
agreement in the future, and the receivables existing in those accounts and any receivables arising in those accounts in the future
will be transferred to us. Prior to August 16, 2004, under the trust receivables purchase agreement, in our capacity as transferor,
we transferred all receivables sold to us by the bank to RFS Funding Trust. On August 16, 2004, RFS Funding Trust transferred
and assigned all then existing transferred receivables to the trust. RFS Funding Trust was then terminated. Since August 16,
2004, we have transferred all receivables sold to us by the bank to the trust under a transfer agreement between us and the trust.
The trust receivables purchase agreement terminated along with RFS Funding Trust, but the representations and warranties
relating to transferred receivables that we made under that agreement survived that termination and have been transferred to the
trust.

     We obtain funds to purchase receivables from the bank under an intercompany line of credit with RFS Holding, Inc., which
is a subsidiary of GE Capital and our direct parent. RFS Holding, Inc. in turn finances advances to us under an intercompany



                                                                20
line of credit with GE Capital. We use a portion of the proceeds of the notes and collections on the receivables that are
distributed to us to reduce the outstanding amount under the line of credit with RFS Holding, Inc. from time to time.

     If a receiver or conservator is appointed for the bank or we become a debtor in a bankruptcy case or other specified
liquidation, bankruptcy, insolvency or similar events occur or the bank becomes unable for any reason to transfer receivables to
us in accordance with the bank receivables sale agreement, we will immediately cease to purchase receivables under the bank
receivables sale agreement.

     We and the bank have indicated and, in connection with each future transfer of receivables to the trust, will indicate in our
computer files or books and records that the receivables have been conveyed to the trust. In addition, we and the bank have
provided or caused to be provided and, in connection with each future designation of trust accounts, will provide, or cause to be
provided, to the indenture trustee, computer files or microfiche lists, containing a true and complete list showing each trust
account, identified by account number. Neither we nor the bank will deliver to the indenture trustee any other records or
agreements relating to the trust accounts or the transferred receivables, except in connection with additions or removals of
accounts. Except as stated in this paragraph, the records and agreements that the bank maintains relating to the trust accounts and
the transferred receivables are not and will not be segregated from other documents and agreements relating to other credit card
accounts and receivables and are not and will not be stamped or marked to reflect the transfers described in this paragraph, but
the bank’s computer records are and will be required to be marked to evidence these transfers. We and the bank have filed in all
appropriate jurisdictions Uniform Commercial Code financing statements with respect to the transferred receivables meeting the
requirements of applicable law. See “Risk Factors—Some liens may be given priority over your notes, which could cause
delayed or reduced payments” and “—Perfection and Priority of Security Interests” in this prospectus.

Perfection and Priority of Security Interests

     In the bank receivables sale agreement, the bank will represent and warrant that its transfer of receivables constitutes a valid
sale and assignment of all of its right, title and interest in and to the receivables. In the transfer agreement, we will represent and
warrant that the transfer agreement creates in favor of the trust (x) a valid first-priority perfected security interest in our rights in
the receivables in existence on the date of termination of RFS Funding Trust or at the time that receivables in additional accounts
are transferred, as the case may be, and (y) a valid first-priority perfected security interest in our rights in the receivables arising
in accounts already designated for the trust portfolio on and after their creation, in each case until termination of the trust. For a
discussion of the trust’s rights arising from these representations and warranties not being satisfied, see “The Trust Portfolio—
Representations and Warranties of the Depositor” in this prospectus.

     We will represent in the transfer agreement and the bank will represent in the bank receivables sale agreement that the
receivables are “accounts” or “general intangibles” for purposes of the UCC. Both the sale of accounts and general intangibles
that are payment intangibles and the transfer of accounts and general intangibles as security for an obligation are subject to the
provisions of Article 9 of the UCC. Therefore, we and the bank will file appropriate UCC financing statements to perfect the
respective transferee’s security interest in the receivables.

     There are limited circumstances in which prior or subsequent transferees of receivables could have an interest in those
receivables with priority over the trust’s interest. Under the bank receivables sale agreement, however, the bank will represent
and warrant that it has transferred the receivables to us free and clear of the lien of any third party other than the trust and the
indenture trustee, subject to specified liens permitted by the bank receivables sale agreement. In addition, the bank will covenant
that it will not sell, create or permit to exist any lien on any receivable, subject to specified liens permitted by the bank
receivables sale agreement. Similarly, under the trust receivables purchase agreement and the transfer agreement, we represented
and warranted, or will represent and warrant, that the receivables were transferred to RFS Funding Trust or the trust, as the case
may be, free and clear of the lien of any third party other than the indenture trustee, subject to specified liens permitted by the
trust receivables purchase agreement and the transfer agreement. In addition, we will covenant that we will not create or permit
to exist any lien on any receivable other than to the trust, subject to specified liens permitted by the transfer agreement.
Nevertheless, a tax, governmental or other nonconsensual lien on our property or the bank’s property arising prior to the time a
receivable is transferred to the trust may have priority over the trust’s interest in that receivable. Furthermore, if the FDIC were
appointed as the bank’s receiver or conservator, administrative expenses of the receiver or conservator may have priority over
the trust’s interest in the receivables.

     So long as the conditions discussed in “The Servicers—Collections; Commingling” in this prospectus continue to be
satisfied, the servicer, on behalf of the trust, will be permitted to make deposits of collections on a monthly basis. Cash
collections held by the servicer, on behalf of the trust, therefore will be commingled and used for the benefit of the servicer prior
to each payment date, and the trust may not have a first-priority perfected security interest in those collections. In addition, if a
receiver or conservator were appointed for the bank, the indenture trustee may not be able to obtain, or may experience delays in

                                                                 21
obtaining, control of collections that are in possession of the bank at the time of such appointment. If any such event occurs, the
amount payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to
you.

Conservatorship and Receivership; Bankruptcy

     The bank is a federal savings bank and is regulated and supervised principally by the Office of the Comptroller of the
Currency, which is required to appoint the FDIC as conservator or receiver for the bank if specified events occur relating to the
bank’s financial condition or the propriety of its actions. In addition, the FDIC could appoint itself as conservator or receiver for
the bank.

     In its role as conservator or receiver, the FDIC would have broad powers to repudiate contracts to which the bank was a
party if the FDIC determined that the contracts were burdensome and that repudiation would promote the orderly administration
of the bank’s affairs. Among the contracts that might be repudiated is the receivables sale agreement under which the bank
transfers receivables to us.

     Also, we could not exercise any right or power to terminate, accelerate, or declare a default under the receivables sale
agreement, or otherwise affect the bank’s rights under the receivables sale agreement without the FDIC’s consent, for 90 days
after the receiver is appointed or 45 days after the conservator is appointed, as applicable. During the same period, the FDIC’s
consent would also be needed for any attempt to obtain possession of or exercise control over any property of the bank. The
requirement to obtain the FDIC’s consent before taking these actions relating to a bank’s contracts or property is sometimes
referred to as an “automatic stay.”

     The FDIC’s repudiation power would enable the FDIC to repudiate any ongoing repurchase or indemnity obligations of the
bank under the transaction documents. However, because we will structure the transfers of receivables under the receivables
sale agreement between the bank and us with the intent that they would be characterized as legal true sales, the FDIC should not
be able to recover the transferred receivables using its repudiation power.

     Nevertheless, if the transfers of receivables by the bank to us were not respected as legal true sales, then we would be
treated as having made a loan to the bank, secured by the transferred receivables. The FDIC ordinarily has the power to
repudiate a secured loan and then recover the collateral after paying damages in an amount equal to the lender’s “actual direct
compensatory damages” determined as of the date of the FDIC’s appointment as conservator or receiver. There is no statutory
definition of “actual direct compensatory damages,” but the term does not include damages for lost profits or opportunity.

     The staff of the FDIC takes the position that upon repudiation these damages would not include interest accrued to the date
of actual repudiation, so the issuing entity would receive interest only through the date of the appointment of the FDIC as
conservator or receiver. Since the FDIC may delay repudiation for up to 180 days following that appointment, the issuing entity
may not have a claim for interest accrued during this 180 day period. In addition, in one case involving the repudiation by the
Resolution Trust Corporation, formerly a sister agency of the FDIC, of certain secured zero-coupon bonds issued by a savings
association, a United States federal district court held that “actual direct compensatory damages” in the case of a marketable
security meant the market value of the repudiated bonds as of the date of repudiation. If that court’s view were applied to
determine the “actual direct compensatory damages” in the circumstances described above, the amount of damages could,
depending upon circumstances existing on the date of the repudiation, be less than the principal amount of the related securities
and the interest accrued thereon to the date of payment.

     The FDIC has adopted a “safe harbor” rule that enables investors in asset backed securities to avoid the risk of indirect
recovery of receivables described above if the conditions of the safe harbor are satisfied. Under the rule, the FDIC has stated
that, if certain conditions are met, it will not use its repudiation power to reclaim, recover or recharacterize as property of an
FDIC-insured bank any financial assets transferred by that bank in connection with a securitization transaction. the bank cannot
guarantee that any issuance of notes will have the benefit of the safe harbor rule and no legal opinion will be delivered in
connection with the issuance of the notes as to the applicability of the safe harbor to the transfers of the receivables to us.

     Regardless of whether the transfers under the receivables sale agreement between the bank and us are respected as legal true
sales, as conservator or receiver for the bank, the FDIC could:

     • require the issuing entity or any of the other transaction parties to go through an administrative claims procedure to
establish its rights to payments collected on the receivables; or

    •    request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against the bank.

                                                                22
    There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the
possession of the FDIC, as conservator or receiver, and (2) any property in the possession of the FDIC, as conservator or
receiver, being subject to levy, attachment, garnishment, foreclosure or sale without the consent of the FDIC.

    If the FDIC were to successfully take any of these actions, delays in payments on the notes could occur and the amount
payable to you could be lower than the outstanding principal and accrued interest on the notes, thus resulting in losses to you.

     If bankruptcy, insolvency or similar proceedings occur with respect to the bank, we will promptly notify the indenture
trustee and an early amortization event will occur with respect to each series. Under the transfer agreement, newly created
receivables will not be transferred to the trust on and after any of these bankruptcy or insolvency related events.

     We and the trust are separate, bankruptcy-remote affiliates of the bank, and our operating agreement and the trust agreement
for the trust contain limitations on the nature of our business and the business of the trust, respectively. The indenture trustee and
each noteholder by its acceptance of a note have agreed that it will not directly or indirectly institute or cause to be instituted
against the trust any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under
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of notes has approved such filing. They will also covenant not to institute this type of proceeding against us in any case.

     Nevertheless, if the trust were to become a debtor in a bankruptcy case or if we were to become a debtor in a bankruptcy
case and if a bankruptcy trustee or one of our creditors or we as debtor-in-possession were to take the position that the transfers
of the receivables by us to the trust were not “true sales” or that we and the trust should be treated as the same person for
bankruptcy purposes then you could experience delays in payment on the notes and possible reductions in the amount of those
payments as a result of:

    • the automatic stay which prevents secured creditors from exercising remedies against a debtor in bankruptcy without
permission from the court and provisions of the bankruptcy code that permit substitution of collateral;

    • tax or government liens on our property that arose prior to the transfer of a receivable to the trust having a right to be
paid from collections before the collections are used to make payments on the notes; or

     • the fact that the trust might not have a perfected interest in any cash collections on the receivables held by the servicer at
the time that a bankruptcy proceeding begins. See “The Servicers—Collections; Commingling” in this prospectus for a
description of the time the servicer is allowed to commingle collections with its funds.

     Application of federal and state insolvency and debtor relief laws would affect the interests of the noteholders if those laws
result in any receivables being charged-off as uncollectible. See “The Servicers—Defaulted Receivables; Dilution; Investor
Charge-Offs” in this prospectus.

FDIC’s Orderly Liquidation Authority under the Dodd-Frank Act

     The Dodd-Frank Act, among other things, gives the FDIC authority to act as receiver of bank holding companies,
financial companies and their subsidiaries in specific situations under the Orderly Liquidation Authority (“OLA”) as
described in more detail below. The OLA provisions became effective on July 22, 2010. The proceedings, standards, powers
of the receiver and many other substantive provisions of OLA differ from those of the United States bankruptcy code in
several respects. To address some of these differences, the FDIC in July of 2011 adopted a regulation confirming that the
treatment under OLA of preferential transfers is intended to be consistent with similar provisions in, and doctrines developed
under, the United States bankruptcy code. In addition, because the legislation remains subject to clarification through FDIC
regulations and has yet to be applied by the FDIC in any receivership, it is unclear exactly what impact these provisions will
have on any particular company, including General Electric Capital Corporation, us or the issuing entity, or its creditors.

    There is uncertainty about which companies will be subject to OLA rather than the bankruptcy code. For a company to
become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must
determine, among other things, that the company is in default or in danger of default, the failure of such company and its
resolution under the bankruptcy code would have serious adverse effects on financial stability in the United States, no viable
private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these
adverse effects. We and the issuing entity could also potentially be subject to the provisions of OLA as “covered
subsidiaries” of GE Capital. For us or the issuing entity to be subject to receivership under OLA (1) the FDIC would have to
be appointed as receiver for GE Capital under OLA and (2) the FDIC and the Secretary of the Treasury would have to jointly
determine that (a) we or the issuing entity, as applicable, were in default or in danger of default, (b) the liquidation of that

                                                                23
covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the
United States and (c) such appointment would facilitate the orderly liquidation of GE Capital.

     No assurance can be given that OLA would not apply to GE Capital, us or the issuing entity or, if it were to apply, that
the timing and amounts of payments to the related series of noteholders would not be less favorable than under the
bankruptcy code.

    If the FDIC were appointed receiver of GE Capital, us or the issuing entity under OLA, the FDIC would have various
powers under OLA, including the power to repudiate any contract to which GE Capital, we or the issuing entity, as
applicable, was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would
promote the orderly administration of GE Capital’s affairs. Among the contracts that might be repudiated are the servicing
agreement, the administration agreement, the transfer agreement and the indenture.

     In addition, if we were to become subject to OLA as a covered subsidiary, the FDIC as receiver could assert that we still
effectively own the transferred receivables and that the issuing entity should be treated as having made a loan to us secured
by the transferred receivables. The FDIC ordinarily has the power to repudiate secured loans and then recover the collateral
after paying damages, as described further below, to the lenders. If the FDIC repudiated that loan, the amount of
compensation that the FDIC would be required to pay would be limited to “actual direct compensatory damages” determined
as of the date of the FDIC’s appointment as receiver. There is no general statutory definition of “actual direct compensatory
damages” in this context, but the term does not include damages for lost profits or opportunity. However, under OLA, in the
case of any debt for borrowed money, actual direct compensatory damages is no less than the amount lent plus accrued
interest plus any accreted original issue discount as of the date the FDIC was appointed receiver and, to the extent that an
allowed secured claim is secured by property the value of which is greater than the amount of such claim and any accrued
interest through the date of repudiation or disaffirmance, such accrued interest.

    The FDIC could also:

      •   require the issuing entity or other transaction parties to go through an administrative claims procedure to establish
          its rights to payments collected on the receivables if the FDIC is appointed as receiver for us;

      •   request a stay of proceedings to liquidate claims or otherwise enforce contractual and legal remedies against us or
          the issuing entity;

      •   repudiate GE Capital’s ongoing servicing obligations under a servicing agreement, such as its duty to collect and
          remit payments or otherwise service the receivables if the FDIC is appointed for GE Capital; or

      •   prior to any such repudiation of the servicing agreement, prevent any of the indenture trustee or the noteholders
          from appointing a successor servicer.

     There are also statutory prohibitions on (1) any attachment or execution being issued by any court upon assets in the
possession of the FDIC, as receiver, (2) any property in the possession of the FDIC, as receiver, being subject to levy,
attachment, garnishment, foreclosure or sale without the consent of the FDIC and (3) any person exercising any right or
power to terminate, accelerate or declare a default under any contract to which GE Capital, or we or the issuing entity as a
covered subsidiary, is a party, or to obtain possession of or exercise control over any property of a party subject to the OLA,
or affect any contractual rights of any party subject to the OLA, without the consent of the FDIC for 90 days after
appointment of FDIC as receiver.

     If the issuing entity were itself to become subject to OLA as a covered subsidiary, the FDIC may repudiate the debt of
the issuing entity. In such an event, the related series of noteholders would have a secured claim in the receivership of the
issuing entity but delays in payments on such series of notes and possible reductions in the amount of those payments could
occur.

   If the FDIC, as receiver for GE Capital, us or the issuing entity, were to take any of the actions described above,
payments or distributions of principal and interest on your notes could be delayed or reduced.

Annual Compliance Statement

     The trust will be required to present to the indenture trustee, within 120 days after the end of each fiscal year of the trust, an
officer’s certificate as to the performance of its obligations under the indenture.

                                                                 24
                                                         The Servicers

    GE Capital acts as servicer for the trust. GE Capital has entered into a subservicing agreement with GE Consumer
Finance, Inc., a Delaware corporation. GE Consumer Finance, Inc. is a direct wholly-owned subsidiary of GE Capital and is
primarily responsible for investor remittances and reporting, monitoring servicing compliance with the transaction documents
and oversight and reconciliation of collections.

    GE Capital has also entered into a subservicing agreement with the bank. Collections on the trust assets are primarily
deposited into lockbox accounts owned by the bank prior to the deposit of such collections into trust accounts.

    GE Capital may from time to time enter into additional subservicing arrangements with other affiliated companies.
Notwithstanding any such subservicing arrangement, GE Capital remains primarily liable for all obligations under the servicing
agreement.

GE Capital

    GE Capital, a Delaware corporation, is the indirect parent of the bank and is an affiliate of both us and the trust. See “The
Sponsor—GE Capital” in this prospectus. GE Capital has been engaged (including through predecessor entities) in servicing
receivables since the 1930’s, and has been servicing securitized receivables since the late 1980’s. GE Capital has been servicing
credit card receivables for more than 15 years.

     GE Capital, acting through various affiliated subservicers, is the primary servicer for the bank’s credit card operations and
performs servicing operations at offices located in sixteen cities throughout the United States, Canada, India and Mexico. The
services provided within each location can be customized to support the particular requirements of each retailer. The internal
control environment at each location ensures security while maximizing customer service. In addition, the servicers are
responsible for following all federal, state and local laws, rules and regulations applicable to the credit card programs including
but not limited to insurance laws, the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
Fair Credit Billing Act and the Fair Debt Collection Practices Act, each of their implementing regulations, and any applicable
state laws. The bank monitors the servicers’ activities to ensure compliance.

Servicing Procedures

     As servicer, GE Capital will agree to conduct the servicing, administration and collection of the receivables owned by the
trust with reasonable care and diligence and in accordance with the credit card program agreements and the trust’s collection
policies.

     The servicer is authorized under the servicing agreement to take any and all reasonable steps determined by the servicer to
be necessary or desirable and consistent with the ownership of the transferred receivables by the trust and the pledge of the
transferred receivables to the indenture trustee to:

    •    collect all amounts due under the transferred receivables, including endorsing its name on checks and other
         instruments representing collections on the transferred receivables;

    •    executing and delivering any and all instruments of satisfaction or cancellation or of partial or full release or
         discharge and all other comparable instruments with respect to the transferred receivables;

    •    make withdrawals from the collection account and any other account established for a series of notes; and

    •    take any action required or permitted under any enhancement for any class of notes.

     In addition, after the transferred receivables become delinquent and to the extent permitted under and in compliance with
applicable law and regulations, the servicer may take any and all reasonable steps determined by the servicer to be necessary or
desirable to:

    •    commence proceedings with respect to the enforcement of payment of the transferred receivables,

    •    adjust, settle or compromise any payments due under the transferred receivables, and



                                                                25
    •     initiate proceedings against any collateral securing the obligations due under the transferred receivables, in each
          case, consistent with the credit and collection policies,

     The servicer will not be obligated to use separate servicing procedures, offices, employees or accounts for servicing the
transferred receivables from the procedures, offices, employees and accounts used by the servicer in connection with servicing
other credit card receivables.

    On behalf of the trust, the servicer will also direct the paying agent to make payments on the notes.

     The servicer will be required to maintain fidelity bond or other appropriate insurance coverage insuring against losses
through wrongdoing of its officers and employees who are involved in the servicing of credit card receivables covering those
actions, and in an amount, in each case as the servicer believes to be reasonable from time to time.

Data Processing

     Certain data processing and administrative functions associated with the servicing of a portion of the bank’s credit card
portfolio are currently being performed on behalf of the bank by First Data Resources, Inc. First Data Resources, Inc. was
established in 1971 as the data processing unit of Mid-America Bankcard Association. In 1980, American Express acquired First
Data Resources, Inc. and in 1992, First Data Resources, Inc. became an independent company as a subsidiary of First Data Corp.
According to First Data Resources, Inc., it is a global provider of comprehensive transaction processing products and services to
credit, debit, commercial, private label and other prepaid card offerings. First Data Resources, Inc.’s home office in the United
States is located in Greenwood Village, Colorado.

Collection Account and other Trust Accounts

     The trust has established and maintains a collection account and an excess funding account. Both the collection account and
the excess funding account must be segregated accounts maintained in the corporate trust department of the indenture trustee or
maintained with a depository institution that has either a short-term or long-term unsecured debt rating acceptable to each of the
rating agencies.

     The funds on deposit in these accounts may only be invested, at the direction of the administrator, in highly rated
investments that meet the criteria described in the indenture or the related indenture supplement for that series. Investment
earnings on amounts on deposit in the excess funding account will be treated as finance charge collections and allocated to each
series based on the respective allocation percentages for each series. Investment earnings on amounts in the collection account
will be withdrawn from the collection account and paid to us.

    The servicer will make all determinations with respect to the deposit of collections to the trust accounts and the transfer and
disbursement of those collections. No party will independently verify the account activity for the trust accounts.

Collections; Commingling

     The trust currently is required to deposit, or cause to be deposited by the servicer, into the collection account, all payments
made on transferred receivables during any Monthly Period by no later than the first payment date after the end of that Monthly
Period. The trust may continue making monthly deposits of these collections, so long as GE Capital remains the servicer and one
of the following conditions is satisfied:

    (1)     the servicer provides to the trust a letter of credit, surety bond or other arrangement covering risk of collection
            from the servicer acceptable to the rating agencies;

    (2)     the servicer has and maintains a short-term debt rating of at least A-1 by Standard & Poor’s, if rated by Standard
            & Poor’s, F-1 by Fitch, if rated by Fitch, and P-1 by Moody’s, if rated by Moody’s; or

    (3)     with respect to collections allocated to any series, any other conditions specified in the related indenture
            supplement are satisfied.

    GE Capital currently satisfies the requirements of clause (2) above.




                                                                26
     If in the future the above requirements are no longer satisfied, the trust or the servicer, on behalf of the trust, will be required
to deposit all payments made on the transferred receivables into the collection account by no later than the second business day
after processing.

     The servicer, on behalf of the trust, is only required to make daily or periodic deposits to the collection account during any
Monthly Period to the extent that the funds are expected to be needed for deposit into other trust accounts or for distribution to
noteholders or other parties on or prior to the related payment date. For this purpose, estimates of interest due on each series of
notes and other trust expenses will be used to determine what funds are expected to be needed for deposit or distribution, based
on the assumption that no early amortization event or event of default will occur, unless the trust has actual knowledge that such
an event has occurred. If the collection account balance ever exceeds the amount expected to be needed for those deposits or
distributions, the servicer, on behalf of the trust, may withdraw the excess and release it to the trust for the trust’s own use.
Subject to the immediately preceding sentence, the trust may retain and pay, or cause to be paid, directly to the servicer the
servicing fee for any series and will not be required to deposit those amounts in the collection account.

     Under the terms of each credit card processing agreement, many of the retailers accept payments on the accounts at their
stores. These amounts are netted against payments owed by the bank to the retailers on a periodic basis. However, the bank is
obligated to transfer the full amount of all payments made on transferred receivables, without giving effect to any netting of
payments owed by the bank, into the collection account.

Delinquency and Collections Procedures

     Efforts to collect delinquent receivables are made by GE Capital’s and certain of its affiliates’ collections departments and,
if necessary, by external collection agencies and attorneys. As of the end of December 2011, GE Capital’s internal collection
departments included several collection sites with approximately 600 full-time equivalent frontline collectors and approximately
80 full-time equivalent managers. GE Capital's internal collection sites are located in the continental United States, Puerto Rico,
and India. The bank also utilizes Genpact International, which has approximately 650 full-time equivalent collectors and
collection sites located in India, the Philippines and Guatemala.

     External agencies are used for a portion of the bank’s collections efforts. These agencies are most often utilized for
collection of pre-charge-off accounts that are 60 or more days delinquent, although external agencies may also be used for pre-
charge-off accounts that are less than 60 days delinquent. Outsourcing is also used for locating cardholders who have moved
without notifying the bank of their new address and when there is no valid phone number associated with an account on the
system. External attorneys are used for pre-charge-off accounts that are deemed “noncollectable” or where the cardholder is
unwilling to pay.

    For accounts that are billed as 15 days past due, collection efforts vary from three to 14 days after the billing date. For
accounts that are billed as 30 or more days past due, collection efforts generally begin one day after the billing date. Typically,
more than four attempts to contact the obligor on an account will be made per day until contact is made. If a cardholder
promises to pay, 10 days is the longest time period between attempts to the cardholder. Collection efforts are based upon
customer account characteristics. These characteristics include the cardholder’s payment history and delinquency status, and
whether the account was a first payment default. These characteristics are analyzed to determine the optimal collection strategy,
which could include scheduling an account to receive a telephone call, a letter or e-mail, a 2Way Connect call (interactive voice
response), or no action at the present time. GE Capital and its affiliates use several collection strategy tools and related software
packages to automate the collection process in addition to a standardized automated daily calling procedure that maximizes its
opportunity to contact the cardholder. In addition, a collection website offers delinquent cardholders self serve options to
resolve their delinquency.

    Special payment plans are available to cardholders that are experiencing a financial hardship on a temporary basis. These
programs can vary in length from three to 40 months, and may include receiving a reduction of both minimum payment due and
the monthly APR. These programs require specific account criteria for eligibility and a monthly payment to remain in the
program. Proposals from consumer credit counseling service agencies are reviewed for eligibility and if accepted cardholders
can be enrolled in the particular workout program for up to 60 months.

Defaulted Receivables; Dilution; Investor Charge-Offs

    Federal Financial Institutions Examination Council guidelines are followed for charge-off procedures relating to aged,
bankrupt, fraudulent and deceased accounts. An account must be in existence for at least nine months and the cardholder must
make three consecutive monthly minimum payments or an equivalent lump sum payment before an account can be re-aged. No
account may be re-aged more than once in any twelve-month period or more than twice in a five-year period unless the

                                                                 27
cardholder qualifies for a troubled debt restructuring program, in which case one additional re-age is permitted during the five-
year period.

     An account is charged off as an aged credit loss after the account becomes 180 days past due. Charge-offs are executed on
charge-off cycle dates which occur on various days during each Monthly Period. The number of different charge-off cycle dates
in each Monthly Period varies, and as a result, the amount of charged-off receivables can vary between Monthly Periods with no
corresponding change in the performance of the trust portfolio.

     On the last day of the Monthly Period in which a receivable is charged-off, the receivable will be sold to us and will no
longer be shown as an amount payable on the trust’s records. The purchase price that we pay to the trust for those defaulted
receivables will be equal to the aggregate amount of recoveries on previously charged-off accounts that we have received from
the bank for the same Monthly Period, which will be allocated to us on a reasonable basis based on the historical recovery
experience for the bank’s portfolio of accounts.

     Each series will be allocated a portion of defaulted receivables in each charged-off account in an amount equal to its
allocation percentage on the date the account is charged-off, as specified in the related prospectus supplement, of the aggregate
amount of transferred principal receivables in that account.

     Unlike defaulted receivables, dilution, which includes reductions in transferred principal receivables as a result of returns,
unauthorized charges and the like, is not intended to be allocated to any series. Instead, these reductions are applied to reduce the
Free Equity Amount, and to the extent they would reduce the Free Equity Amount below zero, we are required to deposit the
amount of the reduction into the excess funding account. However, if we default in our obligation to make a payment to cover
dilution, then a portion of any resulting shortfall in receivables will be allocated to your series as specified in the accompanying
prospectus supplement.

     On each payment date, if the sum of the defaulted receivables and any dilution allocated to any series is greater than the
finance charge collections and other funds available to cover those amounts as described in the related prospectus supplement,
then the collateral amount for that series will be reduced by the amount of the excess. Any reductions in the collateral amount for
any series on account of defaulted receivables and dilution will be reimbursed to the extent that finance charge collections and
other amounts on deposit in the collection account are available for that purpose on any subsequent payment date as described in
the related prospectus supplement.

Servicer’s Representations, Warranties and Covenants

        The servicer will make customary representations and warranties to the trust as of the closing date for each series, including
that:

        •   the servicer is duly organized, validly existing and in good standing in its jurisdiction of organization and is duly
            qualified to do business and in good standing in each jurisdiction in which the servicing of the transferred
            receivables requires it to be qualified, except where the failure to comply would not reasonably be expected to have
            a material adverse effect on the servicer’s ability to perform its obligations under the servicing agreement or a
            material adverse effect on the transferred receivables or the trust’s rights in the transferred receivables;

        •   the servicer has the power and authority to execute and deliver the servicing agreement and perform its obligations
            under the servicing agreement, and the servicing agreement is a valid and binding obligation of the servicer,
            enforceable against it, subject to insolvency and equity related exceptions;

        •   no consent of, notice to, filing with or permits, qualifications or other action by any governmental authority is
            required for the due execution, delivery and performance of the servicing agreement, other than those that have
            already been obtained or made or where the failure to obtain any consent or take any action, individually or in the
            aggregate, would not reasonably be expected to have a material adverse effect on the servicer’s ability to perform its
            obligations under the servicing agreement or a material adverse effect on the transferred receivables or the trust’s
            rights in the transferred receivables; and

        •   there is no pending or, to its actual knowledge, threatened litigation of a material nature asserting the invalidity of
            the servicing agreement or seeking any determination or ruling that might materially and adversely affect the
            validity or enforceability of the servicing agreement.



                                                                   28
    The servicer will covenant and agree as follows:

    •     to satisfy all obligations on its part under and in connection with the transferred receivables and the related accounts;

    •     to maintain all necessary qualifications in order to properly service the transferred receivables and materially comply
          with applicable laws in connection with servicing the receivables and related accounts, if the failure to comply with
          those laws would cause a material adverse effect on the servicer’s ability to perform its obligations under the
          servicing agreement and transaction documents or a material adverse effect on the transferred receivables or the
          trust’s rights in the transferred receivables; and

    •     not to permit any rescission or cancellation of a transferred receivable except as ordered by a court or other
          governmental authority or in the ordinary course of its business and in accordance with the trust’s collection
          policies.

     If the servicer breaches the above covenants with respect to any transferred receivable or the related account, and as a result,
the trust’s rights in, to or under the related transferred receivables are materially impaired or the proceeds of the transferred
receivables are not available to the trust free and clear of any lien, then no later than 60 days from the earlier to occur of the
discovery of the breach by the servicer or the receipt by the servicer of notice of the breach from the trust, all transferred
receivables in the accounts to which the breach relates will be assigned to the servicer. On or prior to the related payment date,
the servicer will pay the trust an amount equal to the amount of the transferred receivables required to be assigned to the
servicer. The servicer will not be required to accept assignment of the receivables if on any day prior to the end of the 60-day
period described above, the relevant breach has been cured and the covenant has been complied with in all material respects and
the servicer has delivered an officer’s certificate describing the nature of the breach and the manner in which the breach was
cured.

Limitations on Servicer’s Liability

     The servicer will indemnify the trust and its affiliates, and their respective directors, officers, employees, trustees or agents
for any losses suffered as a result of the servicer’s material breach of its obligations under the servicing agreement, except in
each case, for losses resulting from the bad faith, gross negligence or willful misconduct by the indemnified party or recourse for
uncollectible receivables. No indemnity payments by the servicer will be paid from the assets of the trust.

     Except as provided in the preceding paragraph, neither the servicer nor any of its directors, officers, employees or agents
will be liable to the trust, the owner trustee, the indenture trustee, the noteholders or any other person for any action or for
refraining from taking any action in good faith in its capacity as servicer under the servicing agreement. However, the servicer
will not be protected against any liability resulting from willful misfeasance, bad faith or gross negligence in the performance of
its duties or by reason of its reckless disregard of obligations and duties under the servicing agreement. In addition, the servicer
is not under any obligation to appear in, prosecute or defend any legal action which is not incidental to its servicing
responsibilities under the servicing agreement and which in its reasonable opinion may expose it to any expense or liability.

    The servicer is not responsible under the servicing agreement to any person for indirect, punitive, exemplary or
consequential damages arising from any transaction contemplated by the servicing agreement.

Servicer Default; Successor Servicer

    The occurrence of any of the following events constitutes a servicer default:

    (1)     failure by the servicer to make any payment, transfer or deposit on or before the date occurring 5 business days
            after the date that payment, transfer or deposit is required to be made or given by the servicer under the servicing
            agreement; provided that, if the delay or default could not have been prevented by the exercise of reasonable due
            diligence by the servicer and the delay or failure was caused by an act of God or other similar occurrence, then a
            servicer default will not be deemed to occur until 35 business days after the date of the failure;

    (2)     failure on the part of the servicer to observe or perform in any material respect any of its other covenants or
            agreements in the servicing agreement if the failure has a material adverse effect on the trust which continues
            unremedied for a period of 60 days after notice to the servicer by the trust; provided that, if the failure could not
            have been prevented by the exercise of reasonable due diligence by the servicer and the delay or failure was



                                                                29
           caused by an act of God or other similar occurrence, then the servicer shall have an additional 60 days to cure the
           default;

    (3)    the servicer delegates its duties, except as specifically permitted under the servicing agreement, and the delegation
           remains unremedied for 15 days after written notice to the servicer by the trust;

    (4)    any representation, warranty or certification made by the servicer in the servicing agreement, or in any certificate
           delivered in accordance with the servicing agreement, proves to have been incorrect when made if it:

           (a) has a material adverse effect on the rights of the trust; and

           (b) continues to be incorrect in any material respect for a period of 60 days after notice to the servicer by the
               trust; provided that, if the delay or default could not have been prevented by the exercise of reasonable due
               diligence by the servicer and the delay or failure was caused by an act of God or other similar occurrence,
               then the servicer shall have an additional 60 days to cure the default;

    (5)    specific insolvency, liquidation, conservatorship, receivership or similar events relating to the servicer; or

    (6)    any other event specified in the accompanying prospectus supplement.

    The determination of a servicer default shall be based solely on the provisions of the servicing agreement, and the
occurrence of a material instance of noncompliance with the applicable servicing criteria specified in Item 1122(d) of Regulation
AB will not be determinative that a servicer default has occurred.

     The trust will covenant to the indenture trustee that it will notify the servicer of any failure or breach by the servicer
described above if directed to do so by the indenture trustee or holders of not less than 25% of the aggregate outstanding
principal amount of all series or, with respect to any failure by the servicer or any breach by the servicer of a representation,
warranty or certification that does not relate to all series, holders of 25% of the aggregate outstanding principal amount of all
series to which the failure or breach relates.

     If a servicer default occurs, for so long as it has not been remedied, the trust may give notice to the servicer, terminating all
of the rights and obligations of the servicer under the servicing agreement. The trust will covenant to the indenture trustee that it
will deliver notice to the servicer terminating all of the rights and obligations of the servicer under the servicing agreement if a
servicer default described in clause (5) above occurs or if any other servicer default occurs and it is directed to terminate the
servicer by the holders representing a majority of the aggregate outstanding principal amount of each affected series of notes.

     Within 30 days after the trust gives notice of termination to the servicer, the trust will appoint a successor servicer. Because
the bank, as servicer, has significant responsibilities with respect to the servicing of the transferred receivables, the indenture
trustee may have difficulty finding a suitable successor servicer. Potential successor servicers may not have the capacity to
adequately perform the duties required of a successor servicer or may not be willing to perform those duties for the amount of
the servicing fee currently payable under the servicing agreement. If no successor has been appointed and has accepted the
appointment by the time the servicer ceases to act as servicer, the indenture trustee will automatically become the successor.
Deutsche Bank Trust Company Americas, the indenture trustee, does not have credit card operations. If Deutsche Bank Trust
Company Americas is automatically appointed as successor servicer it may not have the capacity to perform the duties required
of a successor servicer and current servicing compensation under the servicing agreement may not be sufficient to cover its
actual cost and expenses of servicing the accounts. If the indenture trustee is legally unable to act as servicer or if a majority of
the noteholders so request in writing to the indenture trustee, the indenture trustee will appoint or petition a court of competent
jurisdiction to appoint an eligible servicer.

     The trust has agreed in the indenture to enforce the obligations of the servicer under the servicing agreement and if a
servicer default arises from the failure of the servicer to perform any of its duties or obligations under the servicing agreement
with respect to the transferred receivables, the trust will take all reasonable actions available to it to remedy that failure.
However, any default by the servicer in the performance of its obligations under the servicing agreement, other than a default
that relates to a failure to make required deposits, may be waived by the trust, but only upon consent of the noteholders holding
not less than 662e3% of the then-outstanding principal amount of the notes for all series as to which that default relates.

    The bank’s and our respective rights and obligations under the bank receivables sale agreement will be unaffected by any
change in servicer.


                                                                30
    If a conservator or receiver is appointed for the servicer, the conservator or receiver may have the power to prevent the trust
from appointing a successor servicer.

Resignation of Servicer

    The servicer may not resign from its obligations and duties, except:

    •     upon a determination by the servicer that performance of its duties is no longer permissible under applicable law,
          and there is no commercially reasonable action that the servicer could take to make the performance of its duties
          permissible under applicable law; or

    •     with the consent of the trust, if the servicer has found a replacement servicer that is an eligible servicer and the
          Rating Agency Condition has been satisfied with respect to the transaction.

   If the servicer resigns or is terminated, the trust will appoint a successor servicer that has a long-term debt rating of at least
Baa3 by Moody’s and BBB- by Standard & Poor’s.

     The servicer’s resignation will not become effective until a successor has assumed the servicer’s obligations and duties. The
trust will notify each Hired Agency upon the appointment of a successor servicer. The servicer may delegate any of its servicing
duties to another entity, but the servicer’s delegation of its duties will not relieve it of its liability and responsibility with respect
to the delegated duties.

Merger or Consolidation of Servicer

    The servicer may consolidate with, merge into, or sell its business to, another entity in accordance with the servicing
agreement on the following conditions:

    (1)     the entity, if other than the servicer, formed by the consolidation or merger or that acquires the servicer’s property
            or assets:

            (a) is a corporation or banking association organized and existing under the laws of the United States or any one
                of its states;

            (b) expressly assumes, by a supplemental agreement, every covenant and obligation of the servicer; and

            (c) is an eligible servicer, unless upon effectiveness of the merger, consolidation or transfer, a successor servicer
                assumed the obligations of the servicer pursuant to the servicing agreement;

    (2)     the servicer delivers to the trust an officer’s certificate stating that the merger, consolidation or transfer and the
            related supplemental agreement comply with any applicable terms of the servicing agreement and that all
            conditions precedent relating to the applicable transaction have been complied with and an opinion of counsel to
            the effect that the related supplemental agreement is valid and binding with respect to the surviving entity,
            enforceable against the surviving entity, subject to insolvency and equity related assumptions; and

    (3)     the servicer delivers notice of the applicable transaction to each Hired Agency.

    The conditions described in this paragraph do not apply to any consolidation or merger if the servicer would be the
surviving entity.

Servicing Compensation and Payment of Expenses

     The servicer receives a monthly fee for its servicing activities equal to one-twelfth the product of the amount of transferred
principal receivables and 2%. The share of the servicing fee allocable to each series for any payment date will be equal to one-
twelfth of the product of (a) the servicing fee rate for that series and (b) the collateral amount for that series on the last day of the
prior Monthly Period.

    The servicer will pay from its servicing compensation expenses of servicing the receivables, other than federal, state and
local income and franchise taxes, if any, of the trust.

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     Each series’ servicing fee is payable each period from collections of finance charge receivables allocated to the series. The
portion of the servicing fee not allocated to any series of notes will be payable by the trust. The noteholders are not responsible
for any servicing fee allocable to the trust.

Evidence as to Servicer’s Compliance

     The servicing agreement provides that on or before the 90th day following the end of the servicer’s fiscal year, the bank and
each subservicer will deliver to the trust a report on assessment of compliance with the servicing criteria described in the
following paragraph. Each assessment will include:

    •    a statement of the servicing party’s responsibility for assessing compliance with the applicable servicing criteria;

    •    a statement that the servicing party used the criteria described in the following paragraph to assess compliance with
         the applicable servicing criteria;

    •    the servicing party’s assessment of compliance with the applicable servicing criteria for the applicable fiscal year;
         and

    •    a statement that a registered public accounting firm has issued an attestation report on the servicing party’s
         assessment of compliance with the applicable servicing criteria for the applicable fiscal year.

     To the extent required by applicable securities laws, a separate assessment of compliance and an attestation report for each
party participating in the servicing function will be filed as exhibits to the trust’s annual report of Form 10-K, unless such
entity’s activities relate to only 5% or less of the trust’s assets. For purposes of preparing the assessment of compliance
described in the preceding paragraph, each servicing party will use the applicable servicing criteria set forth in relevant SEC
regulations with respect to asset-backed securities transactions taken as a whole involving that servicing party that are backed by
the same types of assets as those backing the notes.

    The servicing agreement provides that on or before the 90th day following the end of the servicer’s fiscal year, the bank and
each subservicer, other than any subservicer unaffiliated with the bank that services less than 10% of the trust’s assets, will
provide an officer’s certificate to the trust to the effect that:

    •    a review of the servicer’s activities during the applicable fiscal year and of its performance under the servicing
         agreement has been made under the officer’s supervision; and

    •    to the best of the officer’s knowledge, based on the officer’s review, the servicer has fulfilled all of its obligations
         under the servicing agreement in all material respects or, if there has been a failure to fulfill any of the servicer’s
         obligations in any material respect, specifying the nature and status of the failure.

                                                     The Indenture Trustee

Deutsche Bank Trust Company Americas

    The indenture trustee is Deutsche Bank Trust Company Americas, a New York banking corporation. Deutsche Bank Trust
Company Americas has, and currently is, serving as indenture trustee for numerous securitization transactions and programs
involving pools of credit card receivables.

     The sponsor and its affiliates may from time to time enter into normal banking and trustee relationships with the indenture
trustee and its affiliates. An affiliate of the indenture trustee may, from time to time, be an underwriter with regard to the
offering of a series, class or tranche, as described in the prospectus supplement for such series, class or tranche.

Duties and Responsibilities of Indenture Trustee

     The indenture trustee has agreed to perform only those duties specifically set forth in the indenture. Many of the duties of
the indenture trustee are described throughout this prospectus and the related prospectus supplement. Under the terms of the
indenture, the indenture trustee’s limited responsibilities include the following:




                                                                32
    •    to deliver to noteholders of record certain notices, reports and other documents received by the indenture trustee, as
         required under the indenture;

    •    to authenticate, deliver and cancel the notes of each series;

    •    to serve as the initial transfer agent, paying agent and registrar;

    •    to represent the noteholders in interactions with clearing agencies and other similar organizations;

    •    to periodically report on and notify noteholders of certain matters relating to actions taken by the indenture trustee,
         property and funds that are possessed by the indenture trustee, and other similar matters; and

    •    to perform certain other administrative functions identified in the indenture.

    If an event of default occurs and the indenture trustee has actual knowledge of the occurrence of an event of default, the
indenture trustee will exercise its rights and powers under the indenture using the same degree of care and skill as a prudent
person would exercise in the conduct of his own affairs. If an event of default occurs and is continuing, the indenture trustee
may, in its discretion, proceed to protect and enforce its rights and the rights of the noteholders of the affected series by any
appropriate proceedings as the indenture trustee may deem necessary to protect and enforce any of those rights. See “The
Indenture—Events of Default; Rights Upon Event of Default.”

Limitations on Trustee’s Liability

     The indenture trustee is not liable for any errors of judgment as long as the errors are made in good faith unless it is proved
that the indenture trustee was negligent in ascertaining the pertinent facts, and the indenture trustee will not be liable for any
action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the indenture.

     The indenture trustee will not be deemed to have knowledge of an event of default, early amortization event or servicer
default unless a responsible officer of the indenture trustee has actual knowledge of the relevant event or the indenture trustee
receives written notice of the relevant event from the trust or noteholders owning notes of the affected series or all series, as
applicable, aggregating not less than 10% of the outstanding notes of the affected series or all series, as applicable. The indenture
trustee will have no duty to monitor the performance of the trust or its agents and it will not have any liability in connection with
the wrongdoing or failure to act by the trust. In addition, the indenture trustee will have no liability in connection with
compliance of the trust or its agents with statutory or regulatory requirements related to the transferred receivables.

     The indenture trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance
of any of its duties under the indenture or in the exercise of any of its rights or powers if it reasonably believes that repayments
of such funds or adequate indemnity satisfactory to it against any loss, liability or expense is not reasonably assured to it.

Compensation and Indemnification of Indenture Trustee

     Under the terms of the indenture, the trust has agreed to pay the indenture trustee reasonable compensation for performance
of its duties under the indenture and to reimburse the indenture trustee for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation for its services. The trust has also agreed to indemnify
the indenture trustee and its officers, directors, employees and agents against any loss, liability or expense incurred by them to
the extent arising out of the administration of the indenture and the performance of the indenture trustees duties under the
indenture, other than any expense or loss incurred by the indenture trustee through its own willful misconduct, negligence or bad
faith.

     If specified in the accompanying prospectus supplement, a portion of the fees and other amounts owing to the indenture
trustee will be payable from collections of finance charge receivables allocated to your series.

Appointment of Co-Trustees and Separate Trustees

     For the purpose of meeting any legal requirement of any jurisdiction in which any part of the collateral for the notes may at
the time be located, the indenture trustee will have the power to appoint one or more co-trustees or separate trustees for the
benefit of the noteholders, and to vest in any co-trustee or separate trustee all rights under the indenture with respect to the
collateral for the notes and those powers, duties, obligations, rights and trusts as the indenture trustee considers necessary or


                                                                 33
desirable. No co-trustee or separate trustee will be required to meet the terms of eligibility as a successor trustee under the
indenture and no notice to noteholders of the appointment of any co-trustee or separate trustee will be required. If a separate
trustee or co-trustee is appointed, all rights, powers, duties and obligations conferred or imposed upon the indenture trustee will
be conferred or imposed upon and exercised or performed by the indenture trustee and the separate trustee or co-trustee jointly
or, in any jurisdiction where the indenture trustee is incompetent or unqualified to perform certain acts, singly by the separate
trustee or co-trustee, but solely at the direction of the indenture trustee. No trustee appointed under the indenture will be
personally liable for any act or omission of any other trustee appointed under the indenture. The indenture trustee may at any
time accept the resignation of or remove, in its sole discretion, any separate trustee or co-trustee.

Resignation or Removal of Indenture Trustee

     The indenture trustee may resign at any time. Noteholders holding not less than 662e3% of the aggregate outstanding
principal amount of all series may remove the indenture trustee and may appoint a successor indenture trustee. In addition, the
trust will remove the indenture trustee if it ceases to be eligible to continue as an indenture trustee under the indenture or if the
indenture trustee becomes insolvent or otherwise becomes legally unable to act as indenture trustee. If the indenture trustee
resigns or is removed, the trust will then be obligated to appoint a successor indenture trustee. If a successor indenture trustee
does not assume the duties of indenture trustee within 60 days after the retiring indenture trustee resigns or is removed, the
retiring indenture trustee, the trust or noteholders representing not less than a majority of the aggregate outstanding principal
amount of all series may petition a court of competent jurisdiction to appoint a successor indenture trustee. In addition, if the
indenture trustee ceases to be eligible to continue as indenture trustee, any noteholder may petition a court of competent
jurisdiction for the removal of the indenture trustee and the appointment of a successor indenture trustee.

     If an event of default occurs under the indenture, under the Trust Indenture Act of 1939, the indenture trustee may be
deemed to have a conflict of interest and be required to resign as indenture trustee for one or more classes of each series of notes.
In that case, a successor indenture trustee will be appointed for one or more of those classes of notes and may provide for rights
of senior noteholders to consent to or direct actions by the indenture trustee which are different from those of subordinated
noteholders. Any resignation or removal of the indenture trustee and appointment of a successor indenture trustee for any class
or series of notes will not become effective until the successor indenture trustee accepts its appointment.

                                                       The Owner Trustee

BNY Mellon Trust of Delaware

     BNY Mellon Trust of Delaware is a Delaware banking corporation and an affiliate of The Bank of New York Mellon, a
New York banking corporation, which provides support services on its behalf in this transaction. Its principal place of business
is located at 100 White Clay Center, Suite 102, Newark, Delaware 19711, Attention: Corporate Trust Administration. BNY
Mellon Trust of Delaware has acted as owner trustee on numerous asset-backed transactions (with The Bank of New York
Mellon providing administrative support), including the structure of the transaction referred to herein. While the structure of
each transaction may differ, BNY Mellon Trust of Delaware and The Bank of New York Mellon on its behalf are experienced in
administering transactions of this kind. You may contact BNY Mellon Trust of Delaware by calling (302) 283-8905.

    BNY Mellon Trust of Delaware is subject to various legal proceedings that arise from time to time in the ordinary course of
business. BNY Mellon Trust of Delaware does not believe that the ultimate resolution of any of these proceedings will have a
materially adverse effect on its services as owner trustee.

    BNY Mellon Trust of Delaware has provided the above information for purposes of complying with Regulation AB. Other
than the above paragraphs, BNY Mellon Trust of Delaware has not participated in the preparation of, and is not responsible for,
any other information contained in this Prospectus.

Duties and Responsibilities of Owner Trustee

    The owner trustee has agreed to hold in trust, for our use and benefit, the assets transferred to the trust under the transfer
agreement. The owner trustee also acts a certificate registrar for purposes of registering the transfer of the transferor certificate
and any supplemental certificates issued by the trust.

    The owner trustee is authorized, and has been directed under the trust agreement, on behalf of the trust to direct the
indenture trustee to authenticate and deliver the notes from time to time pursuant to our instructions. The owner trustee is also
authorized, but is not obligated, to take all actions required of the trust under the transfer agreement, the indenture and any


                                                                34
indenture supplement, the servicing agreement or any related agreement. The owner trustee will be deemed to have fulfilled its
duties and responsibilities under the trust agreement or any other related agreement to the extent the administrator has agreed in
the administration agreement to perform those duties or responsibilities and the owner trustee will not be liable for the failure of
the administrator to carry out its obligations under the administration agreement.

     The owner trustee does not have the power to commence a voluntary proceeding in bankruptcy relating to the trust unless
we, as holder of the transferor certificate, have given our prior approval and delivered an officer’s certificate to the owner trustee
certifying that we reasonably believe the trust is insolvent.

     The owner trustee will not take any of the following actions unless the owner trustee has notified us, as holder of the
transferor certificate, of the proposed action and we have not notified the owner trustee in writing prior to the 30th day after
receipt of the notice that we object to the proposed action:

    •    the initiation of any claim or lawsuit by the trust or the compromise of any action, claim or lawsuit brought by or
         against the trust, in each case except with respect to claims or lawsuits for collection of the trust’s assets;

    •    the election by the trust to file an amendment to its certificate of trust;

    •    the amendment of the indenture;

    •    the amendment of the administration agreement, except to cure any ambiguity or to amend or supplement any
         provision in a manner, or add any provision, that would not materially adversely affect our interests, as holder of the
         transferor certificate; or

    •    the appointment pursuant to the indenture of a successor note registrar, paying agent or indenture trustee, or the
         consent to the assignment by the note registrar, paying agent or indenture trustee of its obligations under the
         indenture or the trust agreement, as applicable.

In addition, the owner trustee may not, except at our direction, remove the administrator or appoint a successor administrator.

     To the extent not inconsistent with the trust agreement or any other related document, we, as holder of the transferor
certificate, may direct the owner trustee in the management of the trust.

Limitations on Owner Trustee’s Liability

     The owner trustee will not be liable under the trust agreement for any error of judgment made in good faith by a responsible
officer of the owner trustee unless it is proved that the owner trustee was grossly negligent in ascertaining the pertinent facts.
The owner trustee will also not be liable for any action taken or not taken by the owner trustee in accordance with our
instructions or the instructions of the administrator or the servicer.

     No provision of the trust agreement or any related agreement requires the owner trustee to expend or risk funds or otherwise
incur any financial liability in the performance of any of its rights or powers under the trust agreement or any related agreement,
if the owner trustee has reasonable grounds for believing that repayment of the funds or adequate indemnity against the risk or
liability is not provided or reasonably assured.

     Under no circumstances will the owner trustee be liable for indebtedness evidenced by or arising under the indenture or any
of the related agreements, including principal or interest on the notes, or any representation, warranty or covenant of the trust.
The owner trustee will in no event assume or incur any liability, duty or obligation to any noteholder.

     The Trustee will not be liable for the default or misconduct of the administrator, us, the indenture trustee or the servicer
under the indenture, the transfer agreement or the related agreements or otherwise and the owner trustee will have no obligation
or liability to perform the obligations of the trust under any agreement that are required to be performed by the administrator
under the administration agreement, the indenture trustee under the indenture or the servicer under the servicing agreement; and
the owner trustee will have no obligation to monitor any of the foregoing parties with respect to their respective obligations.

     The owner trustee will be under no obligation to exercise any of the rights or powers vested in it by the trust agreement for
the trust, or to institute, conduct or defend any litigation under the trust agreement or otherwise, at the request, order or direction
of us or our assigns unless we and our assigns offered to the owner trustee security or indemnity satisfactory to it against the


                                                                 35
costs, expenses and liabilities that may be incurred by the owner trustee. The right of the owner trustee to perform any
discretionary act under the trust agreement or in any related agreement may not be construed as a duty, and the owner trustee
will only be answerable for its gross negligence or willful misconduct in the performance of any discretionary act.

Compensation and Indemnification of Owner Trustee

     We will pay the owner trustee a fee as compensation for its services under the trust agreement and will reimburse the owner
trustee for its reasonable expenses. We have also agreed to indemnify the owner trustee and its successors, assigns and agents
against all liabilities and all reasonable costs and expenses which may be imposed in connection with the trust agreement, the
related agreements, the trust’s assets and the administration of the trust’s assets, or the action or inaction of the owner trustee
under the trust agreement. However, we will not be liable to the owner trustee or any other indemnified party for any liability or
expense arising from the indemnified party’s willful misconduct or gross negligence or, with respect to the owner trustee, the
inaccuracy of any representation or warranty made by the owner trustee in the trust agreement.

     If specified in the accompanying prospectus supplement, a portion of the fees and other amounts owing to the owner trustee
will be payable from collections of finance charge receivables allocated to your series, to the extent we do not pay those
amounts.

Resignation or Removal of Owner Trustee; Eligibility

     The owner trustee may resign at any time by giving written notice to the administrator. Upon receiving notice of the
resignation of the owner trustee, the administrator will promptly appoint a successor owner trustee. If no successor owner trustee
has been appointed within 30 days after the owner trustee gives notice of its resignation, the resigning owner trustee may petition
any court of competent jurisdiction for the appointment of a successor owner trustee.

    The owner trustee must at all times;

    (1)     be a “bank” within the meaning of the Investment Company Act;

    (2)     be authorized to exercise corporate trust powers;

    (3)     have a combined capital and surplus at least $50 million and be subject to the supervision or examination by
            Federal or state authorities; and

    (4)     have, or have a parent that has, a rating of at least “Baa3” by Moody’s or at least “BBB-” by Standard & Poor’s.

     If the owner trustee ceases to be meet the eligibility requirements described in the preceding paragraph and fails to resign
after receiving notice of its ineligibility from the administrator, or if the owner trustee becomes legally unable to act or certain
bankruptcy or insolvency related events occur with respect to the owner trustee, then the administrator may remove the owner
trustee and appoint a successor owner trustee

   Any resignation or removal of the owner trustee will not become effective until acceptance of appointment of a successor
owner trustee and payment of all fees and expenses owed to the outgoing owner trustee.

                                                       The Trust Portfolio

    We refer to the accounts that have been designated as trust accounts as the trust portfolio.

    In addition to the transferred receivables, the notes will be secured by:

    •     all proceeds from these receivables and the amounts we pay the trust to purchase defaulted receivables;

    •     all monies on deposit in specified trust accounts or investments made with these monies, including any earned
          investment proceeds if the prospectus supplement for your series of notes so indicates;

    •     other assets that may be added to the trust consisting of participations or trust certificates representing undivided
          legal or beneficial ownership interests in a pool of assets primarily consisting of credit card or other revolving credit
          account receivables owned by the bank or its affiliates and the funds collected thereon;

                                                                36
    •    a security interest in the trust’s rights under the agreement pursuant to which it purchases receivables from us and a
         security interest in the trust’s rights as assignee in the agreement pursuant to which we buy transferred receivables
         from the bank; and

    •    proceeds from any credit enhancement or derivative contracts benefiting any series.

    The transferred receivables consist of:

    •    principal receivables, which are amounts charged by trust account cardholders for goods and services and cash
         advances; and

    •    finance charge receivables, which are periodic finance charges, and other amounts charged to trust accounts,
         including late fees and return check fees.

     The bank has the right, and in some cases the obligation, to designate from time to time additional eligible accounts to the
trust portfolio and to convey to us, for further transfer to the trust, all receivables in those additional accounts, whether those
receivables are then existing or thereafter created. The accounts and the related receivables may be originated by the bank or,
with Hired Agency approval, acquired by the bank from others. The designation of additional accounts and sale of related
receivables to the trust will be limited by the conditions described in “—Addition of Trust Assets” in this prospectus. Some, but
not all, designations of additional accounts require satisfaction of the Rating Agency Condition.

     The accounts must meet eligibility standards as of the date the bank designates them as additional accounts. Once these
accounts are designated, only the receivables arising under these accounts, and not the accounts themselves, are sold. In addition,
as of the date on which any new receivables are created, we will represent and warrant to the trust that the receivables conveyed
to the trust on that day meet the trust’s eligibility standards. However, we cannot guarantee that all the receivables and accounts
will continue to meet the applicable eligibility requirements throughout the life of the trust. The trust’s eligibility requirements
for accounts and receivables are described under “The Trust Portfolio—Representations and Warranties of the Depositor” in this
prospectus.

     Under limited circumstances, the bank may also designate that some accounts will no longer be trust accounts, and the
receivables originated under these accounts will be conveyed by the trust back to us, as described in this prospectus. Throughout
the term of the trust, the transferred receivables will consist of:

    •    receivables originated in the initial trust accounts; plus

    •    receivables originated in any additional accounts; minus

    •    receivables originated in any removed accounts; plus

    •    any participation interests.

     We cannot assure you that additional accounts will be of the same credit quality as previously designated trust accounts.
Moreover, additional accounts may contain receivables which consist of fees, charges and amounts which are different from the
fees, charges and amounts described in this prospectus. Additional accounts may also have different credit guidelines, balances
and ages. Consequently, we cannot assure you that the trust accounts will continue to have the characteristics described in this
prospectus as additional accounts are added. In addition, if the bank designates additional accounts with lower periodic finance
charges, that designation may have the effect of reducing the portfolio yield.

     The prospectus supplement relating to each series of notes will provide the following information about the trust portfolio as
of the date specified:

    •    the amount of transferred principal receivables;

    •    the amount of finance charge receivables;

    •    the range and average of principal balances of the accounts;

    •    the range and average of credit limits of the accounts;

                                                                 37
    •    the range and average of ages of the accounts; and

    •    the geographic distribution of the accounts.

Account Terms

     The bank offers fixed rate and variable rate credit card accounts. The credit card accounts are generally unsecured. Finance
charges are calculated by multiplying the daily balance or the average daily balance outstanding on an account during the
monthly billing period by the applicable periodic finance charge rate. In certain instances, finance charges are assessed from the
date of purchase. Payments are generally applied in the following order: (1) to fees and finance charges assessed on the account
and (2) to the unpaid principal balance of purchases. Subject to applicable law and in some cases subject to retailer approval, the
bank may change finance charge rates from time to time at its discretion. Generally, the minimum monthly payment amount is
equal to the greater of a fixed dollar amount and a portion of the account balance sized to prevent negative amortization of the
account balance. Subject to applicable law, the bank may change the minimum monthly payment from time to time at its
discretion.

    The bank offers four primary types of promotions to merchants and cardholders:

    •    Deferred Interest with Minimum Payment—Finance charges on the promotional purchase are accrued but not
         assessed or added to the account each month during the promotional period. Minimum monthly payments are
         required. If the promotional purchase is paid off by expiration of the promotional period, associated accrued interest
         is waived.

    •    Deferred Interest with No Payment—Finance charges on the promotional purchase are accrued but not assessed or
         added to the account each month during the promotional period. No monthly payments are required on the
         promotional purchase during the promotional period. If the promotional purchase is paid off by expiration of the
         promotional period, associated accrued interest is waived.

    •    No Interest with Minimum Payment—Finance charges are not accrued, assessed or added to the account on
         qualifying purchases during the promotion, however a minimum payment is due each month. After the promotion
         ends, standard account terms apply to promotional purchases.

    •    No Interest with No Payment—Finance charges are not accrued, assessed or added to the account on qualifying
         purchases during the promotion and no payments are due until the promotion expires. After the promotion ends,
         standard account terms apply to promotional purchases.

Consumer Protection Laws

    The relationship of the consumer and the provider of consumer credit is extensively regulated by federal and state consumer
protection laws. With respect to credit accounts issued by us, the most significant federal laws include the Federal Truth-in-
Lending, Equal Credit Opportunity, Fair Credit Reporting and Fair Debt Collection Practices Acts. These statutes impose
various disclosure requirements either before or when an account is opened, or both, and at the end of monthly billing cycles,
and, in addition, cardholder liability for unauthorized use, prohibit various discriminatory practices in extending credit and
regulate practices followed in collections. In addition, cardholders are entitled under these laws to have payments and credits
applied to their revolving credit accounts promptly and to prompt resolution of billing errors.

     On May 22, 2009, President Obama signed the CARD Act which essentially codifies as federal law certain additional
substantive requirements and restrictions on practices in the credit card industry. Among other things, the CARD Act imposes
new requirements and restrictions on changes in terms on credit card accounts, regulates payment processing and how payments
are allocated, restricts a card issuer’s ability to reprice credit card accounts, restricts penalty and overlimit fees and imposes new
disclosure requirements in connection with credit card accounts. The CARD Act came into effect in stages with various
provisions having become effective in August 2009, February 2010 and August 2010. The CARD Act rules that became
effective in February 2010 incorporate the substance of the rules previously adopted by the Federal Reserve Board in December
2008 amending both Regulation AA (Unfair or Deceptive Acts or Practices) and Regulation Z (Truth in Lending Act), and,
therefore, the prior rules adopted by the Federal Reserve Board in December 2008 have been withdrawn. In June 2010, the
Federal Reserve Board issued final rules to implement the remaining CARD Act provisions which have gone into effect on
August 22, 2010. The final rules include limitations on credit card issuers’ ability to charge certain penalty and other fees and
requires issuers that have increased interest rates since January 1, 2009 to reevaluate the reasons for the increase and, if


                                                                38
appropriate, to reduce the interest rate. The full impact of the preceding rules and the CARD Act on the bank’s existing business
practices has yet to be determined.

     Legislation has been introduced in Congress that would require additional transparency to foster greater competition with
respect to interchange fees and, if passed, could ultimately lead to direct government oversight and regulation of interchange
fees. In addition, the Dodd-Frank Act places limitations on certain credit card network practices, which could reduce the use of
credit cards by consumers. Any reduction in the interchange fees paid by merchants to banks could adversely impact the
business operations of credit card issuers and could reduce the amount of interchange included in finance charge collections.
Furthermore, Congress and the states may enact new laws and amendments to existing laws to regulate further the consumer
revolving credit industry.

     The trust may be liable for violations of consumer protection laws that apply to the receivables, either as assignee from us
with respect to obligations arising before transfer of the receivables to the trust or as the party directly responsible for obligations
arising after the transfer. In addition, a cardholder may be entitled to assert those violations by way of set-off against the
obligation to pay the amount of receivables owing. All receivables that were not created in compliance in all material respects
with the requirements of consumer protection laws, if the noncompliance has a material adverse effect on the noteholders’
interest therein, may be reassigned to us. For a discussion of the trust’s rights if the receivables were not created in compliance
in all material respects with applicable laws, see “—Representations and Warranties of the Depositor” in this prospectus.

Representations and Warranties of the Depositor

    As of each date on which transferred receivables are transferred to the trust, we represent to the trust that:

    •    each transferred receivable is an eligible receivable on the date it is transferred to the trust;

    •    the transfer agreement creates a valid and continuing security interest in the transferred receivables, which upon
         filing of the financing statements required to be filed pursuant to the transfer agreement and upon creation of each
         transferred receivable, will be prior to all other liens other than liens permitted by the transfer agreement;

    •    each transferred receivable constitutes an “account” or “general intangible” under the Uniform Commercial Code;

    •    subject to liens permitted by the transfer agreement, we have not pledged, assigned, sold or granted a security
         interest in, or otherwise conveyed any of the transferred receivables and have not authorized the filing of and are not
         aware of any financing statements against us that included a description of collateral covering transferred
         receivables;

    •    immediately prior to the transfer of the transferred receivables to the trust, we own and have good and marketable
         title to, or have a valid security interest in, each transferred receivable free and clear of any lien, claim or
         encumbrance other than liens permitted by the transfer agreement;

    •    all required governmental approvals in connection with the transfer of each such receivable to the trust have been
         obtained and remain in full force and effect;

    •    we have caused, or will have caused within 10 days of each designation of additional accounts, filings of all
         appropriate financing statements in the appropriate offices in the appropriate jurisdictions under applicable law in
         order to perfect the security interest of the trust in the transferred receivables; and

    •    we have received all consents and approvals required by the terms of the transferred receivables to the sale of the
         transferred receivables.

    We made similar representations to RFS Funding Trust with respect to the transferred receivables transferred to RFS
Funding Trust under the trust receivables purchase agreement prior to August 16, 2004. Prior to the termination of RFS Funding
Trust, RFS Funding Trust assigned it rights under the trust receivables purchase agreement to the trust.

     For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the
trust receivables purchase agreement and the transfer agreement include liens for taxes or assessments or other governmental
charges not yet due and payable, unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of
business and liens created in favor of, or created by, the trust.


                                                                 39
     If any of these representations is not true in any material respect for any receivables as of the date specified in the
representation and as a result of the breach any receivables in the related account become defaulted receivables or the trust’s
rights in the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to the trust
free and clear of any lien, other than liens permitted by the trust receivables purchase agreement and the transfer agreement,
those receivables will be deemed to have a principal balance of zero for purposes of calculating the total amount of receivables
in the trust and we are required to accept reassignment of the ineligible receivable. We will be permitted 60 days to cure the
breach or a longer period, not to exceed 120 days as may be agreed to by the trust, after we receive notice of the breach from the
trust.

     Except under the circumstances described in the following sentence, we will purchase each ineligible receivable for a cash
purchase price equal to the principal amount of the reassigned receivable, plus accrued finance charges as of the end of the
preceding Monthly Period, by no later than the date on which collections of receivables for the related Monthly Period are
required to be deposited in the collection account as described under “The Servicers—Collections; Commingling.” However, we
are not required to make the payment described in the preceding sentence if the Free Equity Amount exceeds the Minimum Free
Equity Amount, after giving effect to the exclusion of the ineligible receivable from the Aggregate Principal Receivables. Any
deduction or deposit is considered a repayment in full of the ineligible receivable.

     For purposes of the above representations and warranties, an eligible account is an account that satisfies the following
criteria as of the date it is designated as a trust account:

    •    it is either established or acquired by the bank or any other approved originator of accounts pursuant to a credit card
         program agreement with a retailer, which has been identified as an approved retailer in the trust receivables purchase
         agreement or the transfer agreement, as applicable, or is otherwise established or acquired by the bank or any other
         approved originator of accounts;

    •    it is in existence and serviced by the bank, a successor servicer or a subservicer appointed by the servicer;

    •    it has not been cancelled;

    •    it is payable in United States dollars;

    •    it is not a closed-end account;

    •    except as provided below, it has not been identified as an account, the credit cards with respect to which have been
         reported as being lost or stolen or the cardholder of which is the subject of a bankruptcy proceeding;

    •    it does not have receivables that have been sold or pledged to any other party;

    •    except as provided in the immediately following paragraph, it does not have any receivables that have been charged
         off as uncollectible in accordance with the bank’s credit and collection policies and that has not been identified by
         the applicable originator, or by the relevant cardholder, as having been incurred as a result of fraudulent use of a
         credit card;

    •    the cardholder of which has provided, as his or her most recent billing address, an address located in the United
         States or one of its territories or possessions or a United States military address; and

    •    it does not have receivables that are obligations of the United States, any state or agency or instrumentality or
         political subdivision thereof.

    Eligible Accounts may include accounts, the receivables in which have been written off as uncollectible, or as to which the
bank or other originator of the account believes the related cardholder is bankrupt and certain receivables that have been
identified by the cardholder as having been incurred as a result of fraudulent use of credit cards or any credit cards have been
reported to the bank or other originator, as applicable, as lost or stolen, so long as the balance of all receivables included in those
accounts is reflected on the books and records of the bank or other originator, as applicable, as “zero” and charging privileges
with respect to all such accounts have been cancelled and are not reinstated.

    For purposes of the above representations and warranties, an eligible receivable is a receivable:



                                                                40
    •    that has arisen under an eligible account;

    •    that was created in compliance with the bank’s credit and collection policies and all requirements of law applicable
         to the bank or the originator of the related account that, if not complied with, would have a material adverse effect
         on the trust or any of its creditors;

    •    that was created pursuant to a credit card program agreement between the cardholder and the bank or the originator
         of the related account which complies with all requirements of law applicable to the bank or the originator of the
         related account that, if not complied with, would have a material adverse effect on the trust or its assigns;

    •    for which all consents, licenses, approvals or authorizations of, or registrations with, any governmental authority
         required to be obtained or made by the bank or the originator of the related account in connection with the creation
         of the receivable or the execution, delivery and performance by the bank or the originator of the related account of
         the related credit card program agreement have been duly obtained or given and are in full force and effect as of the
         date of the creation of that receivable, except that a receivable will not fail to be an eligible receivable if the failure
         to obtain or make any such consent, license, approval, authorization or registration would not have a material
         adverse effect on the trust or its assigns;

    •    as to which, immediately prior to being transferred to RFS Funding Trust or the trust, as applicable, we had good
         title free and clear of all liens and security interests arising under or through us and our affiliates, other than any
         liens permitted by the trust receivables purchase agreement and the transfer agreement;

    •    that is the subject of a valid transfer and assignment, or the grant of a security interest, from us to the trust of all of
         our right, title and interest therein;

    •    as to which we have not taken any action which, or failed to take any action the omission of which, would, at the
         time of transfer to the trust, impair the rights of the trust in the receivable;

    •    that is the legal, valid and binding payment obligation of the related cardholder, enforceable against that cardholder
         in accordance with its terms, subject to permitted insolvency and equity related exceptions;

    •    that constitutes an “account” or “general intangible” under Article 9 of the Uniform Commercial Code as in effect in
         the State of New York;

    •    that, at the time of transfer to RFS Funding Trust or the trust, as applicable, has not been waived or modified except
         as permitted by the bank receivables sale agreement;

    •    that, at the time of transfer to RFS Funding Trust or the trust, as applicable, is not subject to any right of rescission,
         setoff, counterclaim or defense, including usury, other than some insolvency and equity related defenses or other
         than as to which a downward adjustment has been made pursuant to the bank receivables sale agreement; and

    •    as to which we have satisfied all obligations required to be satisfied at the time it is transferred to RFS Funding Trust
         or the trust, as applicable.

     On each day on which transferred receivables are transferred to the trust, we will also make representations and warranties
to the trust as to:

    •    our valid existence and good standing as a limited liability company and our ability to perform our obligations under
         the transfer agreement;

    •    our qualification to do business and good standing in each jurisdiction where our ownership or lease of property or
         the conduct of our business requires us to be qualified and where the failure to be qualified or in good standing
         would have a material adverse effect on our ability to perform our obligations under the transaction documents or
         the receivables;

    •    our due authorization, execution, delivery and performance of each transaction document to which we are a party;
         and



                                                                 41
    •    the enforceability of each transaction document against us as legal, valid and binding obligations subject to
         permitted insolvency and equity related exceptions.

     If any of the representations and warranties described in the immediately preceding paragraph is false in any material
respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the
availability of the proceeds of the transferred receivables to the trust, then we will be obligated to accept retransfer of all of the
transferred receivables. We will be permitted 60 days after we receive notice of such breach, or a longer period, not to exceed
120 days, as may be specified in the notice, to cure the breach.

    The reassignment price would equal the aggregate amount of outstanding transferred receivables as of the end of the last
preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of notes, in
each case as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the
notes through the payment date, plus any other amounts specified in any prospectus supplement.

    Reassignment of any affected receivables or all of the transferred receivables to us, as the case may be, is the sole remedy
respecting any breach of the representations and warranties described above.

Representations and Warranties of the Bank

     In the bank receivables sale agreement, the bank represents and warrants to us as of each date on which receivables are
transferred to us that:

    •    each transferred receivable is an eligible receivable on the date it is transferred to us;

    •    the bank receivables sale agreement creates a valid and continuing security interest in the transferred receivables,
         which will, upon filing of the financing statements required to be filed pursuant to the bank receivables sale
         agreement and upon creation of each transferred receivable, be prior to all other liens other than liens permitted by
         the bank receivables sale agreement;

    •    each transferred receivable constitutes an “account” or “general intangible” under the Uniform Commercial Code;

    •    immediately prior to the conveyance of the transferred receivables under the bank receivables sale agreement, the
         bank owned and had good and marketable title to each such receivable free and clear of any lien, claim or
         encumbrance other than liens permitted by the bank receivables sale agreement;

    •    all required governmental approvals in connection with the transfer of each such receivable to us have been obtained
         and remain in full force and effect;

    •    the bank has caused, or will have caused within 10 days of each designation of additional accounts, filings of all
         appropriate financing statements in the appropriate offices in the appropriate jurisdictions under applicable law in
         order to perfect the security interest granted to us in the transferred receivables;

    •    subject to liens permitted by the bank receivables sale agreement, the bank has not pledged, assigned, sold or
         granted a security interest in, or otherwise conveyed any of the transferred receivables and has not authorized the
         filing of and is not aware of any financing statements against the bank that included a description of collateral
         covering transferred receivables; and

    •    the bank has received all consents and approvals required by the terms of the transferred receivables to the sale of
         the transferred receivables.

     For purposes of the representations above and the criteria for eligible receivables described below, liens permitted by the
bank receivables sale agreement include liens for taxes or assessments or other governmental charges not yet due and payable,
unperfected workers’, mechanics’, suppliers’ or similar liens arising in the ordinary course of business and liens created in favor
of, or created by, us.

     If any of these representations is not true in any material respect for any receivables as of the date specified in the
representation and as a result of the breach any receivables in the related account become defaulted receivables or our rights in
the transferred receivables or the proceeds of the transferred receivables are impaired or are not available to us free and clear of


                                                                 42
any lien, other than liens permitted by the bank receivables sale agreement, those receivables will be deemed to be an ineligible
receivable and will be subject to repurchase by the bank as described below. The bank will be permitted 60 days to cure the
breach or a longer period not to exceed 120 days agreed to by us after the bank discovers the breach or receives notice of the
breach from us.

    The bank will repurchase each ineligible receivable for a purchase price equal to the purchase price paid by us for that
receivable, less any principal collections received on the receivable since the date we purchased the receivable. The bank will
pay the repurchase price on the first date on which additional receivables are sold to us after the repurchase obligation arises.
The repurchase price will first be netted against the purchase price payable by us for receivables sold by the bank to us on the
repurchase date, except that if we inform the bank that we require funds to make payments on account of the related ineligible
receivable under the transfer agreement, trust receivables purchase agreement or one of the other transaction documents, the
bank will instead pay the full repurchase price to us in cash.

    In the bank receivables sale agreement, the bank will also make representations and warranties to us as to:

    •     the bank’s valid existence and good standing under the laws of its jurisdiction of organization and its ability to
          perform its obligations under the bank receivables sale agreement;

    •     the bank’s qualification to do business and good standing in each jurisdiction where its ownership or lease of
          property or the conduct of its business requires it to be qualified and where the failure to be so qualified would have
          a material adverse effect on the bank’s ability to perform its obligations under the transaction documents, the
          validity or enforceability of the transaction documents, the transferred receivables or our interest or the bank’s
          interest in the transferred receivables;

    •     the due authorization of the bank’s execution, delivery and performance of the bank receivables sale agreement and
          each transaction document to which the bank is a party;

    •     the execution, delivery and performance by the bank of the bank receivables sale agreement and each transaction
          document to which the bank is a party do not violate any law or governmental regulation, except where a violation
          could not reasonably be expected to have a material adverse effect on the bank’s ability to perform its obligations
          under the transaction documents, the validity or enforceability of the transaction documents, the transferred
          receivables or our interest or the bank’s interest in the transferred receivables; and

    •     the enforceability of each of the transaction documents against the bank as legal, valid and binding obligations,
          subject to permitted insolvency and equity related exceptions.

     If any of the representations and warranties described in the immediately preceding paragraph is false in any material
respect and the breach of the representation or warranty has a material adverse effect on the transferred receivables or the
availability of the proceeds of the transferred receivables to us, then the bank will be obligated to accept retransfer of all of the
transferred receivables. The bank will be permitted 60 days after it receives notice of such breach, or a longer period, not to
exceed 150 days, as may be specified in the notice, to cure the breach.

    The reassignment price would be payable on the first payment date following the Monthly Period in which the reassignment
obligation arises and would be equal to the aggregate amount of outstanding transferred receivables as of the end of the last
preceding Monthly Period, but will in no event be less than the aggregate outstanding principal amounts for all series of
securities, as of the payment date on which the reassignment is scheduled to be made, plus accrued and unpaid interest on the
securities through the payment date, plus any other amounts specified in any prospectus supplement.

Addition of Trust Assets

     We have the option to designate additional accounts to the trust portfolio, the receivables in which will be sold to us and
assigned by us to the trust, if the bank is willing to designate additional accounts under the bank receivables sale agreement. We
may continue designating additional accounts without obtaining confirmation of the ratings of any outstanding notes, so long as
the following limits are not exceeded:

    (1)     for any Monthly Period, there may be no more than one designation of additional accounts per retailer and no
            designation may include any accounts acquired by the bank from third-party financial institutions or accounts in a
            new private label or co-branded credit card program;


                                                                 43
    (2)    the principal balance of the additional accounts does not exceed either:

           •    the product of:

                  (a) 15% and

                  (b) the Aggregate Principal Receivables as of the first day of the third preceding Monthly Period,

           minus the transferred principal receivables in the additional accounts added since that date, measured for each
           such additional account as of the date that additional account was designated to be added to the trust; or

           •    the product of:

                  (a) 20% and

                  (b) the Aggregate Principal Receivables as of the first day of the calendar year in which the addition is to
                      occur,

           minus the transferred principal receivables in the additional accounts added since that date, measured for each
           such additional account as of the date that additional account was designated to be added to the trust;

    (3)    the number of the additional accounts does not exceed either:

           •    the product of:

                  (a) 15% and

                  (b) the number of accounts in the trust as of the first day of the third preceding Monthly Period,

           minus the number of additional accounts added since that date; or

           •    the product of:

                  (a) 20% and

                  (b) the number of accounts in the trust as of the first day of the calendar year in which the addition is to
                      occur,

           minus the number of additional accounts added since that date.

    We may exceed these limitations or add accounts acquired by the bank from a third-party financial institution or accounts in
a new private label or co-branded credit card program if the Rating Agency Condition is satisfied for all outstanding series of
notes.

     If at the end of any Monthly Period, the Free Equity Amount is less than the Minimum Free Equity Amount, we will be
required to designate additional accounts to the trust and assign the related receivables to the trust on or prior to the tenth
business day following that Monthly Period unless the Free Equity Amount, calculated after giving effect to any payment of
principal on any outstanding series of notes to occur on the following payment date, is at least equal to the Minimum Free Equity
Amount as of the close of business on any day that is after the last day of such Monthly Period but on or prior to the tenth
business day following such Monthly Period. The amount of the required addition is the amount necessary so that the Free
Equity Amount as of the close of business on the addition date, calculated after giving effect to any payment of principal on any
outstanding series of notes to occur on the following payment date, would at least equal the Minimum Free Equity Amount.

     In addition, if at the end of any Monthly Period the Note Trust Principal Balance is less than the Required Principal
Balance, we will be required to designate additional accounts to the trust and assign the related receivables to the trust on or
prior to the tenth business day following that Monthly Period unless the Note Trust Principal Balance, calculated after giving
effect to any payment of principal on any outstanding series of notes to occur on the following payment date, is at least equal to
the Required Principal Balance as of the close of business on any day that is after the last day of such Monthly Period but on or

                                                               44
prior to the tenth business day following such Monthly Period. The amount of the required addition is the amount necessary so
that the Note Trust Principal Balance as of the close of business on the addition date would at least equal the Required Principal
Balance, calculated after giving effect to any payment of principal on any outstanding series of notes to occur on the following
payment date.

    When we transfer receivables in additional accounts to the trust, we must satisfy several conditions, including:

    •     we must give the trust prior notice of each addition, and if the additional accounts would exceed the limits described
          above for additional accounts or include accounts purchased from third-party financial institutions, then the Rating
          Agency Condition must be satisfied;

    •     we must deliver a written assignment to the trust;

    •     we must represent and warrant that:

          •          each additional account is an eligible account and each receivable in such additional account is an eligible
                     receivable as of the date the additional accounts are designated to be added to the trust portfolio;

          •          no selection procedures that we believe to be materially adverse to the trust or any of its creditors were used
                     in selecting the additional accounts from the available eligible accounts;

          •          we are not insolvent on the addition date;

          •          the transfer agreement and the related assignment create a valid security interest in those receivables free
                     and clear of any liens except for liens permitted under the transfer agreement; and

    •     we must deliver an opinion of counsel with respect to the perfection of the transfer and related matters.

    No party will independently verify that the above conditions for the designation of additional accounts have been met.

Removal of Accounts

     We also have the right to remove accounts from the list of designated accounts and to require the reassignment to us or our
designee of all receivables in the removed accounts, whether the receivables already exist or arise after the designation. Our right
to remove accounts is subject to the satisfaction of several conditions, including that:

    (1)       except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit
              card agreement with the bank, the Rating Agency Condition is satisfied;

    (2)       we certify that:

                (a) except in the case of removed accounts designated for purchase by a retailer under the terms of the
                    retailer’s credit card agreement with the bank, we reasonably believe that individual accounts or
                    administratively convenient groups of accounts, such as billing cycles, were chosen for removal on a
                    random basis;

                (b) except in the case of removed accounts designated for purchase by a retailer under the terms of the
                    retailer’s credit card agreement with the bank, we reasonably believe that no selection procedures believed
                    by us to be materially adverse to the trust or its creditors were used in selecting the removed accounts from
                    among any pool of accounts of a similar type; and

                (c) in our reasonable belief, the removal will not cause an early amortization event, or in the case of removed
                    accounts designated for purchase pursuant to a retailer’s credit card agreement, we have used reasonable
                    efforts to avoid having the removal result in an early amortization event; and

    (3)       except in the case of removed accounts designated for purchase by a retailer under the terms of the retailer’s credit
              card agreement with the bank, the principal amount of the receivables in the removed accounts will not exceed the
              lesser of (i) the excess of the Free Equity Amount over the Minimum Free Equity Amount, or (ii) the excess of the

                                                                  45
           aggregate outstanding balance of principal receivables, after giving effect to any discounting to treat a portion of
           transferred principal receivables as finance charge receivables, over the Required Principal Balance.

     In addition, we may from time to time, remove accounts designated for purchase by a retailer under the terms of the
retailer’s credit card program agreement with the bank. The repurchase price for these receivables will be calculated as if the
receivables were ineligible receivables. Amounts received by the trust for these removed receivables will be treated as
collections of transferred principal receivables.

     From time to time, we may also designate accounts that meet one of the following criteria as removed accounts without
satisfying the conditions described above: (a) accounts that have had a zero balance and on which no charges have been made
for at least the preceding twelve months; or (b) accounts the obligor of which has agreed to open a credit card account in a
related co-branded or dual credit card program in substitution for such account, provided that the balance of such account is zero
or has been reduced to zero in connection with a balance transfer to the related co-branded or dual credit card account.

    No party will independently verify that the above conditions for the removal of accounts have been met.

Funding Period

     On the closing date for any series of notes, the total amount of transferred principal receivables available to that series may
be less than the total principal amount of the notes of that series. If this occurs, the initial collateral amount for that series of
notes will be less than the principal amount of that series of notes. In this case, the related prospectus supplement will set forth
the terms of the funding period, which is the period from that series’ closing date to the earliest of:

    •    the date that series’ collateral amount equals the sum of the principal amount of that series of notes and any required
         excess collateral amount for that series;

    •    the date specified in the related prospectus supplement, which will be no later than three months after that series’
         closing date; and

    •    the commencement of an early amortization period.

     During the funding period, the portion of the collateral amount not invested in principal receivables will be maintained by
the trust either as cash held in a prefunding account or, if the maximum funding period for any series is longer than one month,
in the form of eligible investments transferred by us to the trust of a type approved by the rating agencies for the related series.
On the closing date for that series of notes, this amount may be up to 100% of the principal amount of that series of notes. The
collateral amount for that series will increase as new principal receivables are transferred to the trust or as the collateral amounts
of other outstanding series of notes are reduced. The collateral amount may decrease due to investor charge-offs allocated to the
series.

     During the funding period, the trust will pay to us funds on deposit in the prefunding account as the collateral amount
increases. If the portion of the collateral amount that is not invested in principal receivables will be maintained by the trust in the
form of eligible investments, rather than cash, then on the maturity date for any eligible investment the trust will either pay the
proceeds of the eligible investment to us to the extent of any increase in the collateral amount or, if the collateral amount has not
been increased by an amount at least equal to those proceeds, will deposit any remaining proceeds not transferred to us into the
excess funding account. If the collateral amount for that series is not increased so that the initial collateral amount equals the
sum of the initial principal amount of the notes of that series and the required excess collateral amount for that series by the end
of the funding period, the trust will repay to noteholders any amount remaining in the prefunding account or any proceeds of
eligible investments held in the excess funding account.

    The prospectus supplement for a series with a funding period will set forth:

    •    the series’ initial collateral amount;

    •    the initial principal amount of the series of notes;

    •    the date on which the series’ collateral amount is expected to equal the sum of the series’ initial principal amount
         and the required excess collateral amount for that series; and



                                                                46
    •     the date by which the funding period will end.

Notice of Changes in Trust Portfolio

     If the designation of additional accounts or removal of accounts materially changes the composition of the trust portfolio,
we will include updated information with respect to the composition of the trust portfolio in a report on Form 10-D, which will
be filed with the SEC, unless similar information with respect to the trust portfolio was otherwise previously filed in a periodic
report filed with the SEC pursuant to the Exchange Act or filed with the SEC in connection with the filing by us of a prospectus
supplement or registration statement relating to the trust.

                                                    Description of the Notes

     The trust may issue from time to time one or more series of notes under a master indenture and one or more indenture
supplements entered into by the trust and the indenture trustee. The following summaries describe the material provisions
common to each series of notes. The accompanying prospectus supplement gives you the additional material terms specific to
the notes of your series. The summaries are qualified by all of the provisions of the transfer agreement, the trust receivables
purchase agreement, the bank receivables sale agreement, the servicing agreement, the trust agreement for the trust, the
indenture and the related indenture supplement for your series. We have filed a form of an indenture supplement and copies of
each of the other agreements with the SEC as exhibits to the registration statement relating to the notes.

General

     Each series of notes may consist of one or more classes, one or more of which may be senior notes and one or more of
which may be subordinated notes. Each class of a series will evidence the right to receive specified payments of principal or
interest or both. Each class of a series may differ from other classes in some aspects, including:

    •     principal payments;

    •     maturity date;

    •     interest rate; and

    •     availability and amount of enhancement.

    Generally, notes offered under this prospectus and the accompanying prospectus supplement:

    •     will be represented by notes registered in the name of a DTC nominee;

    •     will be available for purchase in minimum denominations of $1,000 and multiples of $1,000 in excess of that
          amount; and

    •     will be available for purchase in book-entry form only.

    The accompanying prospectus supplement will specify if your notes have different characteristics from those listed above.

     DTC has informed us that its nominee will be Cede & Co. Accordingly, Cede & Co. is expected to be the holder of record
of each series of notes. As an owner of beneficial ownership interests in the notes, you will generally not be entitled to a
definitive note representing your interest in the issued notes because you will own notes through a book-entry record maintained
by DTC. References in this prospectus and the accompanying prospectus supplement to distributions, reports, notices and
statements to noteholders refer to DTC or Cede & Co., as registered holder of the notes, for distribution to you in accordance
with DTC procedures. All references in this prospectus and the accompanying prospectus supplement to actions by noteholders
refer to actions taken by DTC upon instructions from DTC participants.

     The accompanying prospectus supplement may state that an application will be submitted to list your series or class of notes
on the Irish Stock Exchange or another exchange.

     None of us, the administrator, the owner trustee, the indenture trustee or the servicer, nor any holder of an ownership
interest in the trust, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, successors or assigns

                                                                47
shall, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest
on the notes or for the agreements of the trust contained in the indenture. The notes will represent obligations solely of the trust,
and the notes will not be insured or guaranteed by us, the servicer, the administrator, the owner trustee, the indenture trustee, or
any other person or entity.

New Issuances of Notes

     The trust may issue from time to time one or more new series or for any multiple issuance series, notes of any class for that
series. All principal terms of each new series will be defined in an indenture supplement. Each series issued may have terms and
enhancements that are different from those for any other series. No prior notice to, or consent from, noteholders will be required
for the issuance of an additional series, and we do not expect to request such consents. The trust may offer any series or class
relating to a multiple issuance series under a prospectus or other disclosure document in transactions either registered under the
Securities Act or exempt from registration under the Securities Act either directly or through one or more other underwriters or
placement agents, in fixed-price offerings or in negotiated transactions or otherwise.

    No new series or, for any multiple issuance series, notes of any class for that series, may be issued unless we satisfy various
conditions, including that:

    (1)    the Rating Agency Condition is satisfied;

    (2)    we certify, based on the facts known to the certifying officer, that the new issuance will not cause an early
           amortization event or an event of default or materially and adversely affect the amount or timing of distributions
           to be made to any class of noteholders;

    (3)    after giving effect to the new issuance, the Free Equity Amount is not less than the Minimum Free Equity Amount
           and the Note Trust Principal Balance is not less than the Required Principal Balance; and

    (4)    the trust delivers an opinion of counsel to the effect that, for federal income tax purposes:

           (a) except as otherwise stated in the related indenture supplement, the notes of the new series will be
               characterized as debt;

           (b) the issuance will not adversely affect the tax characterization as debt of any outstanding class of notes as to
               which an opinion of counsel was delivered at the time of their issuance that those notes would be
               characterized as debt;

           (c) the new issuance will not cause the trust to be deemed to be an association or publicly traded partnership
               taxable as a corporation; and

           (d) the new issuance will not cause or constitute an event in which gain or loss would be recognized by any
               noteholder.

     If specified in the accompanying prospectus supplement, a series may be a multiple issuance series. In a multiple issuance
series, notes of any class can be issued on any date so long as the Rating Agency Condition is satisfied and the other conditions
of issuance set forth in the indenture are met. All of the subordinated notes of a multiple issuance series provide subordination
protection to all of the senior notes of the same series, regardless of whether the subordinated notes are issued before, at the
same time as, or after the senior notes of that series. As part of a multiple issuance series, we expect the trust to issue different
classes of notes or additional notes of an already issued class, at different times. Neither you nor any other noteholder will have
the right to consent to the issuance of future notes of a multiple issuance series.

     For any multiple issuance series, there are no restrictions on the timing or amount of any additional issuance of notes, so
long as the conditions described above are met. As of the date of any additional issuance of an outstanding class of notes, the
outstanding principal amount for that class will be increased to reflect the principal amount of the additional notes. When issued,
the additional notes of an outstanding class will be equally and ratably entitled to the benefits of the indenture and the related
indenture supplement as the other outstanding notes of that class without preference, priority or distinction.

     For each new issuance, we will determine whether additional notes may be issued and whether the conditions to the new
issuance have been met. No party will independently verify our determination.


                                                                48
Collateral Amount; Allocation of Collections

     The notes will be secured by and paid from the assets of the trust. The amount of receivables constituting collateral for any
series of notes, called its collateral amount, will be specified in the related prospectus supplement, and initially will generally
equal the initial outstanding principal amount of the notes of that series plus the initial excess collateral amount, if any, for that
series of notes. During the revolving period, the amount of collateral for a series of notes offered under this prospectus will
remain constant unless reduced on account of:

       •   defaulted receivables or uncovered dilution; or

       •   reallocation of principal collections to cover shortfalls in the payment of interest or other specified amounts to be
           paid from finance charge collections.

See “The Servicers—Defaulted Receivables; Dilution; Investor Charge-Offs” in this prospectus. When a series is amortizing,
the collateral amount for that series will decline as transferred principal receivables are collected and paid, or accumulated for
payment, to the noteholders.

     The amount available to make payments on each series of notes on each payment date generally will be a portion of the
collections of transferred principal receivables received by the trust based on the allocation percentage for that series of notes,
which will be based on the collateral amount for that series. The collateral amount for each series of notes will be calculated as
described in the related prospectus supplement.

     The servicer, on behalf of the trust, will allocate all collections of finance charge receivables and transferred principal
receivables among each series of notes and the Free Equity Amount based on the respective allocation percentages for each
series and the transferor allocation percentage. The transferor allocation percentage at any time will equal 100% minus the total
of the applicable allocation percentages for all outstanding series. The transferor allocation percentage of finance charge
collections and principal collections will first be deposited in the excess funding account to the extent required to maintain a
Free Equity Amount that is not less than the Minimum Free Equity Amount, as described under “The Trust—Capitalization of
Trust; Minimum Free Equity Amount” in this prospectus. Any remaining finance charge collections and principal collections will
be available for distribution by the trust to us or our assigns. Subject to the limitation described above, the collections allocated
to each series will be retained in the collection account or applied as described in the related prospectus supplement.

Book-Entry Registration

       This section describes the form your notes will take, how your notes may be transferred and how payments will be made to
you.

    The information in this section concerning DTC and DTC’s book-entry system has been provided by DTC. We have not
independently verified the accuracy of this information.

     You may hold your notes through DTC in the U.S., Clearstream or Euroclear in Europe or in any other manner described in
the accompanying prospectus supplement. You may hold your notes directly with one of these systems if you are a participant in
the system, or indirectly through organizations which are participants.

    Cede & Co., as nominee for DTC, will hold the global notes. Clearstream and Euroclear will hold omnibus positions on
behalf of the Clearstream customers and the Euroclear participants, respectively, through customers’ securities accounts in
Clearstream’s and Euroclear’s names on the books of their respective depositaries, which in turn will hold those positions in
customers’ securities accounts in the depositaries’ names on the books of DTC.

     DTC is a limited-purpose trust company organized under the laws of the State of New York, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered under the provisions of
Section 17A of the Securities Exchange Act of 1934. DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of
participants, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and may include other organizations. Participants also may include the
underwriters of any series. Indirect access to the DTC system also is available to others, including banks, brokers, dealers and



                                                                 49
trust companies, as indirect participants, that clear through or maintain a custodial relationship with a participant, either directly
or indirectly.

    Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream customers
and Euroclear participants will occur in the ordinary way in accordance with their applicable rules and operating procedures.

     Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream customers or Euroclear participants, on the other, will be effected through DTC in accordance
with DTC rules on behalf of the relevant European international clearing system by its depositary; however, those cross-market
transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in
that system in accordance with its rules and procedures and within its established deadlines, which will be based on European
time. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver
instructions to its depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC,
and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC.
Clearstream customers and Euroclear participants may not deliver instructions directly to Clearstream’s and Euroclear’s
depositaries.

     Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a
participant will be made during the subsequent securities settlement processing, dated the business day following the DTC
settlement date, and those credits or any transactions in those securities settled during that processing will be reported to the
relevant Clearstream customer or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a
result of sales of securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received
with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the
business day following settlement in DTC.

     Note owners that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of,
or other interest in, notes may do so only through participants and indirect participants. In addition, note owners will receive all
distributions of principal of and interest on the notes from the indenture trustee through the participants who in turn will receive
them from DTC. Under a book-entry format, note owners may experience some delay in their receipt of payments, since
payments will be forwarded by the indenture trustee to Cede & Co., as nominee for DTC. DTC will forward those payments to
its participants, which thereafter will forward them to indirect participants or note owners. It is anticipated that the only
“noteholder” will be Cede & Co., as nominee of DTC. Note owners will not be recognized by the indenture trustee as
noteholders, as that term is used in the indenture, and note owners will only be permitted to exercise the rights of noteholders
indirectly through the participants who in turn will exercise the rights of noteholders through DTC.

     Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-
entry transfers among participants on whose behalf it acts with respect to the notes and is required to receive and transmit
distributions of principal and interest on the notes. Participants and indirect participants with which note owners have accounts
with respect to the notes similarly are required to make book-entry transfers and receive and transmit those payments on behalf
of their respective note owners. Accordingly, although note owners will not possess notes, note owners will receive payments
and will be able to transfer their interests.

     Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and certain banks, the
ability of a note owner to pledge notes to persons or entities that do not participate in the DTC system, or otherwise take actions
in respect of those notes, may be limited due to the lack of a physical certificate for those notes.

     DTC has advised us that it will take any action permitted to be taken by a noteholder under the indenture only at the
direction of one or more participants to whose account with DTC the notes are credited. Additionally, DTC has advised us that it
will take those actions with respect to specified percentages of the collateral amount only at the direction of and on behalf of
participants whose holdings include interests that satisfy those specified percentages. DTC may take conflicting actions with
respect to other interests to the extent that those actions are taken on behalf of participants whose holdings include those
interests.

     Clearstream is incorporated under the laws of Luxembourg. Clearstream holds securities for its customers and facilitates the
clearance and settlement of securities transactions between Clearstream customers through electronic book-entry changes in
accounts of Clearstream customers, thereby eliminating the need for physical movement of notes. Transactions may be settled in
Clearstream in any of 36 currencies, including United States dollars. Clearstream provides to its Clearstream customers, among
other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream also deals with domestic securities markets in over 30 countries through established

                                                                50
depository and custodial relationships. Clearstream is registered as a bank in Luxembourg, and therefore is subject to regulation
by the Commission de Surveillance du Secteur Financier, which supervises Luxembourg banks. Clearstream’s customers are
world-wide financial institutions, including underwriters, securities brokers and dealers, banks, trust companies and clearing
corporations, among others, and may include the underwriters of any series of notes. Clearstream’s U.S. customers are limited to
securities brokers and dealers and banks. Currently, Clearstream has approximately 2,000 customers located in over 80
countries, including all major European countries, Canada and the United States. Indirect access to Clearstream is also available
to other institutions that clear through or maintain a custodial relationship with an account holder of Clearstream. Clearstream
has established an electronic bridge with Euroclear Bank S.A./N.V. as the operator of the Euroclear System in Brussels to
facilitate settlement of trades between Clearstream and Euroclear.

     Euroclear was created in 1968 to hold securities for participants of the Euroclear System and to clear and settle transactions
between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the
need for physical movement of notes and any risk from lack of simultaneous transfers of securities and cash. Transactions may
now be settled in any of 34 currencies, including United States dollars. The Euroclear System includes various other services,
including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by Euroclear Bank
S.A./N.V. as the Euroclear operator. All operations are conducted by the Euroclear operator, and all Euroclear securities
clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator. Euroclear participants include central
banks and other banks, securities brokers and dealers and other professional financial intermediaries and may include the
underwriters of any series of notes. Indirect access to the Euroclear System is also available to other firms that clear through or
maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

     Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Code of Conduct for
Clearing and Settlement and the related Operating Procedures of the Euroclear System. These terms and conditions govern
transfers of securities and cash within the Euroclear System, withdrawal of securities and cash from the Euroclear System, and
receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a
fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts
under these rules and laws only on behalf of Euroclear participants and has no record of or relationship with persons holding
through Euroclear participants.

    Distributions with respect to notes held through Clearstream or Euroclear will be credited to the cash accounts of
Clearstream customers or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent
received by its depositary. Those distributions will be subject to tax reporting in accordance with relevant United States tax laws
and regulations. See “Federal Income Tax Consequences” in this prospectus. Clearstream or the Euroclear operator, as the case
may be, will take any other action permitted to be taken by a noteholder under the indenture on behalf of a Clearstream customer
or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect
those actions on its behalf through DTC.

    Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes
among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform those
procedures and those procedures may be discontinued at any time.

Definitive Notes

     Notes that are initially cleared through DTC will be issued in definitive, fully registered, certificated form to note owners or
their nominees, rather than to DTC or its nominee, only if:

    •    the trust advises the indenture trustee in writing that DTC is no longer willing or able to discharge properly its
         responsibilities as depository with respect to that series or class of notes, and the trust is unable to locate a qualified
         successor;

    •    circumstances change so that the book-entry system through DTC is less advantageous due to economic or
         administrative burden or the use of the book-entry system becomes unlawful with respect to a series and the trust
         notifies the indenture trustee in writing that because of the change in circumstance the trust is terminating the book-
         entry system with respect to that series or class of notes; or

    •    after the occurrence of an event of default, note owners representing not less than 50%—or another percentage
         specified in the accompanying prospectus supplement—of the outstanding principal amount of the notes of that


                                                                 51
         series or class advise DTC through participants in writing that the continuation of a book-entry system through DTC
         or a successor to DTC is no longer in the best interest of those note owners.

     If any of these events occur, DTC must notify all participants of the availability through DTC of definitive notes. Upon
surrender by DTC of the definitive instrument representing the notes and instructions for re-registration, the trust will execute
and the indenture trustee will authenticate the notes as definitive notes, and thereafter the indenture trustee will recognize the
registered holders of those definitive notes as noteholders under the indenture.

     Payment of principal and interest on the notes will be made by the indenture trustee directly to holders of definitive notes in
accordance with the procedures set forth in this prospectus and in the indenture. Interest payments and any principal payments
on each payment date will be made to holders in whose names the definitive notes were registered at the close of business on the
related record date.

     Payments will be made by check mailed to the address of the noteholders as it appears on the register maintained by the
indenture trustee. However, the final payment on any note—whether definitive notes or the notes registered in the name of
Cede & Co. representing the notes—will be made only upon presentation and surrender of that note at the office or agency
specified in the notice of final payment to noteholders. The indenture trustee will mail this notice to registered noteholders not
later than the fifth day of the month of the final distributions.

     Definitive notes will be transferable and exchangeable at the offices of the transfer agent and registrar, which will initially
be the indenture trustee. No service charge will be imposed for any registration of transfer or exchange, but the trust and transfer
agent and registrar may require payment of a sum sufficient to cover any tax or other governmental charge imposed in
connection with the transfer or exchange.

Interest Payments

     Your class of notes will receive interest on the dates and at the interest rate specified in the accompanying prospectus
supplement. The interest rate on any note may be a fixed or floating rate as specified in the accompanying prospectus
supplement. If your notes bear interest at a floating or variable rate, the accompanying prospectus supplement will describe how
that rate is calculated.

    Interest payments or deposits on any payment date will be paid from:

    •    collections of finance charge receivables allocated to the series during the preceding Monthly Period or Monthly
         Periods, including any collections of transferred principal receivables treated as collections of finance charge
         receivables as described under “—Discount Option” in this prospectus;

    •    collections of finance charge receivables allocated to other series and made available as described under “—Shared
         Excess Finance Charge Collections” in this prospectus;

    •    investment earnings, if any, on any funds held in trust accounts, to the extent described in the accompanying
         prospectus supplement; and

    •    any credit enhancement or derivative instrument, to the extent available for the series, as described in the related
         prospectus supplement.

     If interest payments will be made less frequently than monthly, an interest funding account may be established to
accumulate the required interest amount. If a series has more than one class of notes, that series may have more than one interest
funding account. In addition, for any series, any accrued and unpaid interest not paid as of the final maturity date for that series
will be due and payable on the final maturity date for that series.

Principal Payments

     Each series will begin with a revolving period during which no principal payments will be made to the noteholders of that
series. However, if specified in the accompanying prospectus supplement, principal may be payable on any class of notes during
the revolving period in connection with a partial amortization. A partial amortization would occur if we were required to add
receivables and the bank did not designate sufficient eligible accounts and we elected to avoid an early amortization event by
commencing a partial amortization.


                                                               52
     The revolving period for each series will be scheduled to end on or no later than a specified date, at which time a new period
will begin during which principal collections available to that series will be accumulated in a trust account or used to repay the
notes of that series. That new period is called an amortization period if partial principal payments are made each month, and is
called an accumulation period if the available principal is accumulated for a series over one or more months to pay off a class of
notes in full on a scheduled expected principal payment date. If the amount paid or accumulated each month is limited to some
specified figure, then the period is called a controlled amortization period or controlled accumulation period, respectively.

     However, each series will also be subject to early amortization events, which could cause the revolving period to end earlier
than scheduled or could terminate an existing amortization period or accumulation period. Upon an early amortization event, an
early amortization period will begin, during which available principal will be paid to noteholders monthly and will not be subject
to any controlled amount or accumulation provision. Finally, a series with an accumulation period may specify some adverse
events as accumulation events, rather than early amortization events, resulting in an early start to an accumulation period or
removing any limitation based on a controlled accumulation amount.

     Principal payments for any class of notes will be paid from collections of transferred principal receivables allocated to the
related series and from other sources specified in the accompanying prospectus supplement. In the case of a series with more
than one class of notes, the noteholders of one or more classes may receive payments of principal at different times. The
accompanying prospectus supplement will describe the manner, timing and priority of payments of principal to noteholders of
each class.

    Funds on deposit in any principal accumulation account for a series may be subject to a guaranteed rate agreement or
guaranteed investment contract or other arrangement intended to assure a minimum rate of return on the investment of those
funds if specified in the related prospectus supplement. In order to enhance the likelihood of the payment in full of the principal
amount of a class of notes at the end of an accumulation period, that class of notes may be subject to a principal guaranty or
other similar arrangement if specified in the related prospectus supplement.

Length of Controlled Accumulation Period

     The prospectus supplement for any series having a controlled accumulation period will specify the date on which that period
is scheduled to commence and the scheduled length of that period. On each determination date until the controlled accumulation
period begins for any series, the servicer, on behalf of the trust, will review the amount of expected principal collections and
determine the number of months expected to be required to fully fund the principal accumulation account by the related expected
principal payment date for each class of notes in that series. If the number of months needed to fully fund the principal
accumulation account by the related expected principal payment date for each class of notes is less than or more than the number
of months in the scheduled controlled accumulation period, the trust will either postpone the controlled accumulation period or
start the controlled accumulation period earlier than the then-currently scheduled controlled accumulation period, as applicable,
so that the number of months in the scheduled controlled accumulation period equals the number of months expected to be
needed to fully fund the principal accumulation account by the expected principal payment date. In making its decision, the trust
is required to assume that (1) the principal payment rate will be no greater than the lowest monthly principal payment rate for the
prior 12 months, (2) the total amount of transferred principal receivables in the trust and the amounts on deposit in the excess
funding account will remain constant, (3) no early amortization event for any series will occur and (4) no additional series will
be issued after the related determination date. In no case will the controlled accumulation period for any series be reduced to less
than one month.

Early Amortization Events

     The revolving period for your series will continue through the date specified in the accompanying prospectus supplement
unless an early amortization event occurs prior to that date. An early amortization event occurs with respect to all series of the
trust upon the occurrence of any of the following events:

    (a) bankruptcy, insolvency, liquidation, conservatorship, receivership or similar events relating to us or the bank;

    (b) we are unable for any reason to transfer receivables to the trust or the bank is unable to transfer receivables to us; or

    (c) the trust becomes subject to regulation as an “investment company” within the meaning of the Investment Company
        Act of 1940, as amended.

    In addition, an early amortization event may occur with respect to any series upon the occurrence of any other event
specified in the accompanying prospectus supplement. On the date on which an early amortization event is deemed to have

                                                               53
occurred, the early amortization period or, if so specified in the accompanying prospectus supplement, the controlled
accumulation period will commence. If, because of the occurrence of an early amortization event, the early amortization period
begins earlier than the scheduled commencement of an amortization period or prior to an expected principal payment date,
noteholders will begin receiving distributions of principal earlier than they otherwise would have, which may shorten the
average life of the notes.

     In addition to the consequences of an early amortization event discussed above, if insolvency or similar proceedings under
the bankruptcy code or similar laws occur with respect to us or any other transferor of receivables to the trust, on the day of that
event we or such other transferor, as applicable, will immediately cease to transfer principal receivables to the trust and promptly
give notice to the indenture trustee and the trust of this event. Any transferred principal receivables or participation interests
transferred to the trust prior to the event, as well as collections on those transferred principal receivables, participation interests
and finance charge receivables accrued at any time with respect to those transferred principal receivables, will continue to be
part of the trust assets.

     If the only early amortization event to occur is our insolvency, the court may have the power to require the continued
transfer of principal receivables to us, in which event we will continue to transfer principal receivables to the trust. See “Risk
Factors—Regulatory action could cause delays or reductions in payment of your notes” in this prospectus.

Events of Default; Rights upon Event of Default

    An event of default will occur under the indenture for any series of notes upon the occurrence of any of the following
events:

    (1)    the trust fails to pay principal when it becomes due and payable on the final maturity date for that series of notes;

    (2)    the trust fails to pay interest when it becomes due and payable and the default continues for a period of 35 days;

    (3)    bankruptcy, insolvency, conservatorship, receivership, liquidation or similar events relating to the trust;

    (4)    the trust fails to observe or perform covenants or agreements made in the indenture in respect of the notes of that
           series, and:

           (a) the failure continues, or is not cured, for 60 days after notice, by registered or certified mail, to the trust by the
               indenture trustee or to the trust and the indenture trustee by noteholders representing 25% or more of the then-
               outstanding principal amount of that series of notes, requiring the failure to be remedied and stating that the
               notice is a “Notice of Default” under the indenture; and

           (b) as a result, the interests of the noteholders are materially and adversely affected, and continue to be materially
               and adversely affected during the 60-day period; or

    (5)    any additional event specified in the indenture supplement related to that series.

   An event of default will not occur if the trust fails to pay the full principal amount of a note on its expected principal
payment date.

     An event of default with respect to one series of notes will not necessarily be an event of default with respect to any other
series of notes.

     If an event of default referred to in clause (1), (2) or (4) above occurs and is continuing with respect to any series of notes,
the indenture trustee or noteholders holding a majority of the then-outstanding principal amount of the notes of the affected
series may declare the principal of the notes of that series to be immediately due and payable. If an event of default referred to in
clause (3) above occurs and is continuing, the unpaid principal and interest due on the notes automatically will be deemed to be
declared due and payable. Before a judgment or decree for payment of the money due has been obtained by the indenture trustee,
noteholders holding a majority of the then-outstanding principal amount of the notes of that series may rescind the declaration of
acceleration of maturity if:




                                                                54
    (1)     the trust has paid or deposited with the indenture trustee all principal and interest due on the notes and all other
            amounts that would then be due if the event of default giving rise to the acceleration had not occurred, including
            all amounts then payable to the indenture trustee; and

    (2)     all events of default have been cured or waived.

    The indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the
request or direction of any of the noteholders if:

    (1)     the indenture trustee is advised by counsel that the action it is directed to take is in conflict with applicable law or
            the indenture;

    (2)     the indenture trustee determines in good faith that the requested actions would be illegal or involve the indenture
            trustee in personal liability or be unjustly prejudicial to noteholders not making the request or direction; or

    (3)     the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and
            liabilities which might be incurred by it in complying with that request.

     Subject to those provisions for indemnification and those limitations contained in the indenture, noteholders holding not less
than a majority of the then-outstanding principal amount of the notes of the affected series will have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the indenture trustee if an event of default has
occurred and is continuing. Prior to the acceleration of the maturity of the notes of the affected series, the noteholders holding
not less than a majority of the then-outstanding principal amount of each class of the notes of the affected series or, with respect
to any series with two or more classes, each class may also waive any event of default with respect to the notes, except a default
in the payment of principal or interest or a default relating to a covenant or provision of the indenture that cannot be modified
without the waiver or consent of each affected noteholder of that series.

     After acceleration of a series of notes, principal collections and finance charge collections allocated to those notes will be
applied to make monthly principal and interest payments on the notes until the earlier of the date the notes are paid in full or the
final maturity date of the notes. Funds in the collection account and the other trust accounts for an accelerated series of notes and
funds in the excess funding account that are available to that series will be applied immediately to pay principal of and interest
on those notes.

     Upon acceleration of the maturity of a series of notes following an event of default, the indenture trustee will have a lien on
the collateral for those notes for its unpaid fees and expenses that ranks senior to the lien of those notes on the collateral.

    In general, the indenture trustee will enforce the rights and remedies of the holders of accelerated notes. However,
noteholders will have the right to institute any proceeding with respect to the indenture if the following conditions are met:

    •     the noteholder or noteholders have previously given the indenture trustee written notice of a continuing event of
          default;

    •     the noteholders of at least 25% of the then-outstanding principal balance of each affected series request the indenture
          trustee in writing to institute a proceeding as indenture trustee;

    •     the noteholders offer indemnification to the indenture trustee that is satisfactory to the indenture trustee against the
          costs, expenses and liabilities of instituting a proceeding;

    •     the indenture trustee has not instituted a proceeding within 60 days after receipt of the request and offer of
          indemnification; and

    •     during the 60-day period following receipt of the request and offer of indemnification, the indenture trustee has not
          received from noteholders holding more than a majority of the then-outstanding principal amount of the notes of that
          series a direction inconsistent with the request.

     If the indenture trustee receives conflicting or inconsistent requests and indemnity from two or more groups of any affected
series, each representing less than a majority of the then-outstanding principal amount of that series, the indenture trustee in its
sole discretion may determine what action, if any, will be taken.


                                                                 55
    Each holder of a note will have an absolute and unconditional right to receive payment of the principal of and interest in
respect of that note as principal and interest become due and payable, and to institute suit for the enforcement of any payment of
principal and interest then due and payable and those rights may not be impaired without the consent of that noteholder.

    Subject to the provisions of the indenture relating to the duties of the indenture trustee, if any series of notes has been
accelerated following an event of default, the indenture trustee may do one or more of the following:

    •    institute proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable
         on the notes of the affected series, enforce any judgment obtained and collect from the trust money determined to be
         due; or

    •    take any other appropriate action to protect and enforce the rights and remedies of the indenture trustee and the
         noteholders of the affected series.

     Subject to the conditions described in the following sentence, the indenture trustee also may cause the trust to sell principal
receivables, which will be randomly selected, in an amount equal to the collateral amount for the series of accelerated notes and
the related finance charge receivables. Before exercising this remedy, the indenture trustee must receive an opinion of counsel to
the effect that exercise of this remedy complies with applicable federal and state securities laws and one of the following
conditions must be satisfied:

    •    receipt by the indenture trustee of the consent of all noteholders of the affected series;

    •    determination by the indenture trustee that any proceeds from exercising the remedy will be sufficient to discharge
         in full all principal and interest due on the accelerated notes, and the indenture trustee obtains the consent of
         noteholders holding more than 50% of the then-outstanding principal amount of the affected series; or

    •    determination by the indenture trustee that the trust assets may not continue to provide sufficient funds for the
         payment of principal of and interest on those notes as they would have become due if the notes had not been
         accelerated, and the indenture trustee obtains the consent of noteholders holding at least 662e3% of the then-
         outstanding principal amount of each class of the notes of the affected series.

     The remedies described above are the exclusive remedies provided to noteholders, and each noteholder by accepting its
interest in the notes of any series and the indenture trustee expressly waive any other remedy that might have been available
under the Uniform Commercial Code.

Shared Excess Finance Charge Collections

     If a series is identified in the prospectus supplement for that series as included in a group, collections of finance charge
receivables allocated to that series in excess of the amount needed to make deposits or payments for the benefit of that series
may be shared with other series that are included in the same group. The servicer on behalf of the trust will allocate the
aggregate of the excess finance charge collections for all series in the same group to cover any payments required to be made out
of finance charge collections for any series in that group that have not been covered out of the finance charge collections
allocable to those series. If the finance charge shortfalls exceed the excess finance charge collections for any group for any
Monthly Period, excess finance charge collections will be allocated pro rata among the applicable series based on the relative
amounts of finance charge shortfalls for such series.

Shared Principal Collections

     Each series will share excess principal collections with each other series unless the related prospectus supplement excludes
that series from this sharing arrangement. If a principal sharing series is allocated principal in excess of the amount needed for
deposits or distributions of principal collections, that excess will be shared with other principal sharing series. The servicer, on
behalf of the trust, will allocate the aggregate of the shared principal collections for all principal sharing series to cover any
principal shortfalls for other principal sharing series. Principal shortfalls for each series will be calculated as described in the
related prospectus supplements. Shared principal collections will only be available to make scheduled or permitted principal
distributions to noteholders and deposits to principal accumulation accounts, if any, for any series that have not been covered out
of the collections of transferred principal receivables allocable to those series, and will not be used to cover investor charge-offs
for any series.



                                                                56
     If the principal shortfalls exceed the amount of shared principal collections for any Monthly Period, shared principal
collections for all series will be allocated pro rata among the applicable series based on the relative amounts of principal
shortfalls. If shared principal collections exceed principal shortfalls, the balance will be available for distribution by the trust to
us or our assigns or will be deposited in the excess funding account under the circumstances described under “The Trust—
Capitalization of the Trust; Minimum Free Equity Amount” in this prospectus.

Discount Option

     We have the option to reclassify a percentage of collections of transferred principal receivables as collections of finance
charge receivables. We also have the option to reclassify a percentage of collections of transferred principal receivables arising
in selected groups of trust accounts as collections of finance charge receivables. For example, we may choose to apply
discounting to only those trust accounts arising in one or more selected retailer programs. If we do so, the reclassified percentage
of collections of transferred principal receivables arising in accounts comprising the entire trust portfolio or accounts comprising
only the portion of the trust portfolio selected for discounting for each Monthly Period will be considered collections of finance
charge receivables and will be allocated with all other collections of finance charge receivables in the trust portfolio.

     We may exercise this option in order to compensate for a decline in the portfolio yield, but only if there would be sufficient
transferred principal receivables to allow for that discounting. Exercise of this option would result in a larger amount of
collections of finance charge receivables and a smaller amount of collections of transferred principal receivables. By doing so,
we would reduce the likelihood that an early amortization event would occur as a result of a decreased portfolio yield and, at the
same time, would increase the likelihood that we will have to add principal receivables to the trust. We may not exercise our
option to reclassify collections of transferred principal receivables as collections of finance charge receivables if we reasonably
believe that doing so would cause an early amortization event, or any event that with notice or lapse of time or both, would
constitute an early amortization event for any series of notes.

    In addition, the rating agencies may limit the percentage of transferred principal receivables that may be reclassified from
time to time.

Voting Rights; Amendments

Transfer Agreement and Servicing Agreement

     The transfer agreement may be amended by us and the trust. The servicing agreement may be amended by the servicer and
the trust; however, in the case of any amendment, modification, termination or waiver of the servicing agreement that could
reasonably be expected to have a material adverse effect on the performance of the receivables, the Rating Agency Condition
must be satisfied. The trust has covenanted to the indenture trustee that it will not amend the transfer agreement or the servicing
agreement, unless:

    (1)    (a) the amendment is being entered into to cure any ambiguity or correct or supplement any provisions of the
               applicable agreement or to add or change any other provisions concerning matters or questions raised under
               that agreement; and

           (b) the Rating Agency Condition has been satisfied and the trust has received a certificate from one of our
               authorized officers stating that, in our reasonable belief, the amendment will not:

                   (i) result in the occurrence of an early amortization event or an event of default; or

                   (ii) materially and adversely affect the amount or timing of distributions to be made to noteholders of any
                        series or class; or

    (2)    the Rating Agency Condition has been satisfied and the amendment is being entered into to add, modify or
           eliminate any provisions necessary or advisable in order to enable the trust to avoid the imposition of state or local
           income or franchise taxes on the trust’s property or its income; or

    (3)    the trust obtains the consent of noteholders representing more than 662e3% of the then-outstanding principal
           amount of the notes of each series affected by the amendment for which we have not delivered to the trust a
           certificate of the type described in clause (1)(b) above.



                                                                 57
     The trust will also covenant to the indenture trustee that, notwithstanding the foregoing clauses (1) through (3) above, the
trust will not enter into any amendment of the transfer agreement or the servicing agreement if the amendment:

    (1)     reduces the amount of, or delays the timing of:

            (a) any distributions to be made to noteholders of any series; or

            (b) the amount available under any credit enhancement,

          in each case, without the consent of each affected noteholder;

    (2)     changes the manner of calculating the interest of any noteholder without the consent of each affected noteholder;

    (3)     reduces the percentage of the outstanding principal amount of the notes required to consent to any amendment,
            without the consent of each affected noteholder; or

    (4)     adversely affects the rating of any series or class by each Hired Agency, without the consent of noteholders
            representing more than 662e3% of the then-outstanding principal amount of the notes of each affected series or
            class.

     For purposes of clause (1) above, changes in early amortization events or events of default that decrease the likelihood of
the occurrence of those events will not be considered delays in the timing of distributions.

Trust Agreement

     The trust agreement may be amended by us and the owner trustee, without the consent of the noteholders, to cure any
ambiguity, to correct or supplement any provision in the trust agreement, or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the trust agreement or modifying the rights of the holder of the
transferor certificate if:

    •     we certify that the action will not adversely affect in any material respect the interests of the holder of the transferor
          certificate or the noteholders; and

    •     the Rating Agency Condition has been satisfied.

Bank Receivables Sale Agreement

    The bank receivables sale agreement may be amended without the consent of the noteholders. However, we have
covenanted in the transfer agreement that we will not enter into an amendment of the bank receivables sale agreement if such
amendment would adversely affect in any material respect the interests of the trust or the noteholders.

Indenture

   The trust and the indenture trustee may, without the consent of any noteholders but with prior written notice to each Hired
Agency, enter into one or more supplemental indentures for any of the following purposes:

    •     to correct or enhance the description of any property subject to the lien of the indenture, or to take any action that
          will enhance the indenture trustee’s lien under the indenture, or to add to the property pledged to secure the notes;

    •     to reflect the agreement of another person to assume the role of the trust when permitted under the indenture;

    •     to add to the covenants of the trust, for the benefit of the noteholders, or to surrender any right or power of the trust
          if the surrender would not have a material adverse effect on the noteholders;

    •     to transfer or pledge any property to the indenture trustee for the benefit of the noteholders;

    •     to cure any ambiguity, to correct or supplement any provision in the indenture or in any supplemental indenture that
          may be inconsistent with any other provision in the indenture or in any supplemental indenture or to make any other

                                                                 58
          provisions concerning matters arising under the indenture as long as that action would not materially adversely
          affect the interests of the noteholders;

    •     to appoint a successor to the indenture trustee with respect to the notes and to add to or change any of the provisions
          of the indenture to allow more than one indenture trustee to act under the indenture, in each case subject to the
          applicable terms of the indenture;

    •     to modify, eliminate or add to the provisions of the indenture as necessary to qualify the indenture under the Trust
          Indenture Act of 1939, or any similar federal statute later enacted; or

    •     to permit the issuance of one or more new series of notes under the indenture.

    The trust and the indenture trustee may also, without the consent of any noteholders, enter into one or more supplemental
indentures to amend the indenture or any indenture supplement, upon:

    (1)     the satisfaction of the Rating Agency Condition;

    (2)     the trust’s delivery of an officer’s certificate to the effect that all requirements for the amendment have been
            satisfied and, in the reasonable belief of the certifying officer, the action will not (i) cause an early amortization
            event or an event of default or (ii) materially and adversely affect the amount or timing of payments to be made to
            the noteholders of any series or class; and

    (3)     receipt by the trust of an opinion of counsel to the effect that for federal income tax purposes:

            (a) the transaction will not adversely affect the tax characterization as debt of notes of any outstanding class as to
                which an opinion of counsel was delivered at the time of their issuance that those notes would be
                characterized as debt;

            (b) the transaction will not cause the trust to be deemed to be an association or publicly traded partnership taxable
                a corporation; and

            (c) the transaction will not cause or constitute an event in which gain or loss would be recognized by any
                noteholder.

     The trust and the indenture trustee may also, without the consent of the noteholders of any series, enter into one or more
supplemental indentures to add, modify or eliminate any provisions necessary or advisable in order to enable the trust to avoid
the imposition of state or local income or franchise taxes on the trust’s property or its income. Prior to any amendment described
in this paragraph, the Rating Agency Condition must be satisfied. In addition, no amendment described in this paragraph or the
preceding paragraph may affect the rights, duties or obligations of the indenture trustee or the trust under the indenture.

     The trust and the indenture trustee will not, without prior notice to each Hired Agency and the consent of each noteholder
affected, enter into any supplemental indenture to:

    •     change the due date of payment of any installment of principal of or interest on any note or reduce the principal
          amount of a note, the note interest rate or the redemption price of the note or change any place of payment where, or
          the currency in which, any note or interest thereon is payable;

    •     impair the right to institute suit for the enforcement of specified payment provisions of the indenture;

    •     reduce the percentage of the aggregate principal amount of the notes of any series, whose consent is required (a) for
          execution of any supplemental indenture or (b) for any waiver of compliance with specified provisions of the
          indenture or of some defaults under the indenture and their consequences provided in the indenture;

    •     reduce the percentage of the aggregate principal amount of the notes required to direct the indenture trustee to direct
          the trust to sell or liquidate the trust assets if the proceeds of the sale would be insufficient to pay the principal
          amount and interest due on those notes;




                                                                59
    •    decrease the percentage of the aggregate principal amount of the notes required to amend the sections of the
         indenture that specify the percentage of the principal amount of the notes of a series necessary to amend the
         indenture or other related agreements;

    •    modify provisions of the indenture prohibiting the voting of notes held by the trust, any other party obligated on the
         notes, us, or any of our or their affiliates; or

    •    permit the creation of any lien superior or equal to the lien of the indenture with respect to any of the collateral for
         any notes or, except as otherwise permitted or contemplated in the indenture, terminate the lien of the indenture on
         the collateral or deprive any noteholder of the security provided by the lien of the indenture.

    The trust and the indenture trustee may otherwise, with the consent of noteholders holding more than 662e3% of the then-
outstanding principal amount of the notes of each series adversely affected, enter into one or more supplemental indentures to
add provisions to or change in any manner or eliminate any provision of the indenture or to change the rights of the noteholders
under the indenture.

List of Noteholders

     Holders of not less than 10% of the outstanding principal amount of any series of notes may obtain access to the list of
noteholders the indenture trustee maintains for the purpose of communicating with other noteholders. The indenture trustee may
elect not to allow the requesting noteholders access to the list of noteholders if it agrees to mail the requested communication or
proxy, on behalf and at the expense of the requesting noteholders, to all noteholders of record.

Fees and Expenses Payable From Collections

    On the second business day preceding each payment date, the trust will determine:

    •    the amount of fees and any other amounts payable to the indenture trustee;

    •    the amount of fees and any other amounts payable to the owner trustee; and

    •    the amount of fees and any other amounts payable to the administrator;

and, if the above fees and expenses have not been paid by us or the trust, will allocate those fees and expenses, to the extent
any of those amounts are solely attributable to one series, to each series as to which they are solely attributable, and any
amounts remaining will be allocated to each series according to their respective allocation percentages. The amount allocated
to each series will be paid on the following payment date. The indenture supplement for any series may specify a cap on the
amount of these fees and expenses that are payable from the collections allocated to that series on any payment date.

     In addition, a portion of the monthly servicing fee payable to the servicer on each payment date will be allocated to each
series as described under “The Servicers—Servicing Compensation and Payment of Expenses” in this prospectus.

    The following table summarizes the fees and expenses that may be payable from the collections allocated to the notes:

        Type of Fees             Amount or                                    Source of Funds               Distribution
        and Expenses             Calculation                Purpose             for Payment                   Priority
    indenture trustee fees an amount agreed           compensation and     payable by the trust        as specified under
    and expenses           upon by the trust and      reimbursement of the and may be paid from        “Description of
                           the indenture trustee      indenture trustee    finance charge              Series Provisions—
                           from time to time                               collections allocated       Application of
                                                                           to the notes as             Finance Charge
                                                                           described above             Collections” in the
                                                                                                       related prospectus
                                                                                                       supplement

    owner trustee fees       An amount agreed         compensation and     payable by us, and to       as specified under
    and expenses             upon by us and the       reimbursement of the the extent amounts          “Description of
                             owner trustee from                            remain unpaid,              Series Provisions—

                                                                60
        Type of Fees               Amount or                                     Source of Funds            Distribution
        and Expenses              Calculation               Purpose                for Payment                Priority
                             time to time             owner trustee           payable from finance     Application of
                                                                              charge collections       Finance Charge
                                                                              allocated to the notes   Collections” in the
                                                                              as described above       related prospectus
                                                                                                       supplement

    administrator fees       $350 monthly             compensation and     payable by the trust        as specified under
    and expenses                                      reimbursement of the and may be paid from        “Description of
                                                      administrator        finance charge              Series Provisions—
                                                                           collections allocated       Application of
                                                                           to the notes                Finance Charge
                                                                                                       Collections” in the
                                                                                                       related prospectus
                                                                                                       supplement

    servicing fees and       1/12th of the product compensation and           the portion of the       as specified under
    expenses                 of the servicing fee    reimbursement of the     servicing fee            “Description of
                             rate for the related    servicer                 allocated to any         Series Provisions—
                             series, as specified in                          series will be payable   Application of
                             the related prospectus                           from finance charge      Finance Charge
                             supplement, and the                              collections allocated    Collections” in the
                             collateral amount for                            to that series           related prospectus
                             that series on the last                                                   supplement
                             day of the prior
                             Monthly Period

Final Payment of Principal

     If so specified in the prospectus supplement relating to a series, we will have the option to purchase the collateral amount
for your series at any time after the remaining outstanding principal amount of that series is 10% or less of the initial principal
amount of that series, but only if the purchase price paid to the trust is sufficient to pay all amounts owing to the noteholders of
that series and all other amounts specified for that series in the related indenture supplement, as described in the prospectus
supplement for that series. The purchase price will equal:

    •    the collateral amount of the notes of that series; plus

    •    that series’ applicable allocation percentage of finance charge receivables.

    The trust will give the indenture trustee at least thirty days prior written notice of the date on which we intend to exercise
our purchase option. For any series, the related prospectus supplement may specify additional conditions to our purchase option.

     Each prospectus supplement will specify the final maturity date for the related notes, which will generally be a date falling
substantially later than the expected principal payment date. For any class of notes, principal will be due and payable on the final
maturity date. Additionally, the failure to pay principal by the final maturity date will be an event of default, and the indenture
trustee or holders of a specified percentage of the notes of that series will have the rights described under “Description of the
Notes—Events of Default; Rights upon Event of Default” in this prospectus. The trust will notify the indenture trustee, and the
indenture trustee will subsequently notify each noteholder of record at the close of business on the record date preceding the
payment date, of the date on which the trust expects the final installment of principal and interest on the notes to be paid. Such
notice will be mailed no later than the fifth day of the calendar month for the final payment date and will specify that the final
installment will be payable only upon presentation and surrender of the related note and will specify where the notes may be
presented and surrendered for payment of the final installment.




                                                                   61
Satisfaction and Discharge of Indenture

     The indenture will be discharged with respect to the notes upon the delivery to the indenture trustee for cancellation of all
the notes or, with specific limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all the
notes.

                                                        Credit Enhancement

General

    For any series, credit enhancement may be provided with respect to one or more of the related classes. Credit enhancement
may be in the form of setting the collateral amount for that series at an amount greater than the initial principal amount of the
notes in that series, the subordination of one or more classes of the notes of that series, a letter of credit, the establishment of a
cash collateral guaranty or account, a derivative agreement, a surety bond, an insurance policy, a spread account, a reserve
account or the use of cross support features, or any combination of these. If so specified in the accompanying prospectus
supplement, any form of credit enhancement may be structured so as to be drawn upon by more than one class to the extent
described in that accompanying prospectus supplement. Any credit enhancement that constitutes a guarantee of the applicable
notes will be separately registered under the Securities Act unless exempt from registration under the Securities Act.

     In the prospectus supplement for each series, we will describe the amount and the material terms of the related credit
enhancement. Often, the credit enhancement will not provide protection against all risks of loss and will not guarantee
repayment of the entire principal amount of the notes and interest thereon. If losses occur which exceed the amount covered by
the credit enhancement or which are not covered by the credit enhancement, noteholders will bear their allocable share of
uncovered losses.

    If credit enhancement is provided with respect to a series, the accompanying prospectus supplement will include a
description of:

    •     the amount payable under that credit enhancement;

    •     any conditions to payment not described in this prospectus;

    •     the conditions, if any, under which the amount payable under that credit enhancement may be reduced and under
          which that credit enhancement may be terminated or replaced; and

    •     any material provision of any agreement relating to that credit enhancement.

    The accompanying prospectus supplement may also set forth additional information with respect to any credit enhancement
provider, including:

    •     a brief description of its principal business activities;

    •     its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to
          do business;

    •     if applicable, the identity of regulatory agencies which exercise primary jurisdiction over the conduct of its business;
          and

    •     its total assets, and its stockholders’ or policy holders’ surplus, if applicable, and other appropriate financial
          information as of the date specified in the prospectus supplement.

     If so specified in the accompanying prospectus supplement, credit enhancement with respect to a series may be available to
pay principal of the notes of that series following the occurrence of one or more early amortization events with respect to that
series. In this event, the credit enhancement provider will have an interest in the cash flows in respect of the receivables to the
extent described in that prospectus supplement.




                                                                  62
Subordination

     If so specified in the accompanying prospectus supplement, one or more classes of notes of any series will be subordinated
as described in the accompanying prospectus supplement to the extent necessary to fund payments with respect to the senior
notes. The rights of the holders of these subordinated notes to receive distributions of principal and/or interest on any payment
date for that series will be subordinate in right and priority to the rights of the holders of senior notes, but only to the extent set
forth in the accompanying prospectus supplement. If so specified in the accompanying prospectus supplement, subordination
may apply only in the event that a specified type of loss is not covered by another form of credit enhancement.

    The accompanying prospectus supplement will also set forth information concerning:

    •    the amount of subordination of a class or classes of subordinated notes in a series;

    •    the circumstances in which that subordination will be applicable;

    •    the manner, if any, in which the amount of subordination will decrease over time; and

    •    the conditions under which amounts available from payments that would otherwise be made to holders of those
         subordinated notes will be distributed to holders of senior notes.

     If collections of receivables otherwise distributable to holders of a subordinated class of a series will be used as support for
a class of another series, the accompanying prospectus supplement will specify the manner and conditions for applying that
cross-support feature.

Letter of Credit

     If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be
provided by one or more letters of credit. A letter of credit may provide limited protection against some losses in addition to or
in lieu of other credit enhancement. The trust of the letter of credit will be obligated to honor demands with respect to that letter
of credit, to the extent of the amount available thereunder, to provide funds under the circumstances and subject to any
conditions as are specified in the accompanying prospectus supplement.

     The maximum liability of the trust of a letter of credit under its letter of credit will generally be an amount equal to a
percentage specified in the accompanying prospectus supplement of the initial collateral amount of a series or a class of that
series. The maximum amount available at any time to be paid under a letter of credit will be set forth in the accompanying
prospectus supplement.

Cash Collateral Guaranty, Cash Collateral Account or Excess Collateral

    If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be
provided by the following:

    •    a cash collateral guaranty, secured by the deposit of cash or permitted investments in a cash collateral account,
         reserved for the beneficiaries of the cash collateral guaranty;

    •    a cash collateral account; or

    •    a collateral amount in excess of the initial principal amount of the notes for that series.

     The amounts on deposit in the cash collateral account or available under the cash collateral guaranty may be increased under
the circumstances described in the accompanying prospectus supplement which may include:

    •    to the extent we elect to apply collections of transferred principal receivables allocable to the excess collateral to
         decrease the excess collateral;

    •    to the extent collections of transferred principal receivables allocable to the excess collateral must be deposited into
         the cash collateral account; and



                                                                 63
    •    to the extent excess collections of finance charge receivables must be deposited into the cash collateral account.

     The amount available from the cash collateral guaranty, the cash collateral account and any excess collateral will be limited
to an amount specified in the accompanying prospectus supplement. The accompanying prospectus supplement will set forth the
circumstances under which payments are made to beneficiaries of the cash collateral guaranty from the cash collateral account or
from the cash collateral account directly.

Derivative Agreements

     If so specified in the accompanying prospectus supplement, a series or one or more classes may have the benefits of one or
more derivative agreements, which may be a currency or interest rate swap, a cap (obligating a derivative counterparty to pay all
interest in excess of a specified percentage rate), a collar (obligating a derivative counterparty to pay all interest below a
specified percentage rate and above a higher specified percentage rate) or a guaranteed investment contract (obligating a
derivative counterparty to pay a guaranteed rate of return over a specified period) with various counterparties. In general, the
trust will receive payments from counterparties to the derivative agreements in exchange for the trust’s payments to them, to the
extent required under the derivative agreements. The specific terms of a derivative agreement applicable to a series or class of
notes and a description of the related counterparty will be included in the related prospectus supplement.

Surety Bond or Insurance Policy

     If so specified in the accompanying prospectus supplement, insurance with respect to a series or one or more of the related
classes will be provided by one or more insurance companies. This insurance will guarantee, with respect to one or more classes
of the related series, distributions of interest or principal in the manner and amount specified in the accompanying prospectus
supplement.

    If so specified in the accompanying prospectus supplement, a surety bond will be purchased for the benefit of the holders of
any series or class of that series to assure distributions of interest or principal with respect to that series or class of notes in the
manner and amount specified in the accompanying prospectus supplement.

     If an insurance policy or a surety bond is provided for any series or class, the provider of the insurance policy or surety bond
will be permitted to exercise the voting rights of the noteholders of the applicable series or class to the extent described in the
prospectus supplement for that series. For example, if specified in the related prospectus supplement, the provider of the
insurance policy or surety bond, rather than the noteholders of that series, may have the sole right to:

    •    consent to amendments to the indenture or direct the trust to take any action under the transfer agreement, the
         servicing agreement or any other document applicable to that series;

    •    if an event of default occurs, accelerate the notes of that series or direct the indenture trustee to exercise any remedy
         available to the noteholders; or

    •    waive any event of default or early amortization event for that series.

Spread Account

     If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes will be
provided by the periodic deposit of all or a portion of available excess cash flow from the trust assets into a spread account
intended to assist with subsequent distribution of interest and principal on the notes of that class or series in the manner specified
in the accompanying prospectus supplement.

Reserve Account

     If so specified in the accompanying prospectus supplement, support for a series or one or more of the related classes or any
related enhancement will be provided by a reserve account. The reserve account may be funded, to the extent provided in the
accompanying prospectus supplement, by an initial cash deposit, the retention of a portion of periodic distributions of principal
or interest or both otherwise payable to one or more classes of notes, including the subordinated notes, or the provision of a letter
of credit, guarantee, insurance policy or other form of credit or any combination of these arrangements. The reserve account will
be established to assist with the subsequent distribution of principal or interest on the notes of that series or the related class or
any other amount owing on any related enhancement in the manner provided in the accompanying prospectus supplement.


                                                                 64
                                    Certain Relationships and Related Transactions

   The nature of the affiliations among the bank, as sponsor and subservicer, GE Capital, as servicer and administrator, GE
Consumer Finance, Inc., as subservicer, the trust and us is illustrated in the chart below.




                                                            65
Ownership of Transaction Parties Included in the GE Affiliated Group




                                66
                                              Federal Income Tax Consequences

     The following is a summary of the material U.S. Federal income tax consequences of the purchase, ownership and
disposition of the notes. This summary is based upon current provisions of the Code, proposed, temporary and final Treasury
regulations promulgated thereunder, and published rulings and court decisions currently in effect. The current tax laws and the
current regulations, rulings and court decisions may be changed, possibly retroactively. The portions of this summary which
relate to matters of law or legal conclusions represent the opinion of Mayer Brown LLP, special federal tax counsel for the trust,
as qualified in this summary.

     The following summary does not furnish information in the level of detail or with the attention to an investor’s specific tax
circumstances that would be provided by an investor’s own tax advisor. For example, it does not discuss the tax consequences of
the purchase, ownership and disposition of the notes by investors that are subject to special treatment under the federal income
tax laws, including banks and thrifts, insurance companies, regulated investment companies, dealers in securities, holders that
will hold the notes as a position in a “straddle” for tax purposes or as part of a “synthetic security” or “conversion transaction” or
other integrated investment comprised of the notes and one or more other investments, trusts and estates and pass-through
issuers, the equity holders of which are any of these specified investors. In addition, the discussion regarding the notes is limited
to the federal income tax consequences of the initial investors and not a purchaser in the secondary market and also is limited to
investors who have purchased notes and hold those notes as capital assets within the meaning of section 1221 of the Code.

    The trust will be provided with an opinion of Mayer Brown LLP regarding certain federal income tax matters discussed
below. An opinion of Mayer Brown LLP, however, is not binding on the Internal Revenue Service (the “IRS”) or the courts.
Moreover, there are no cases or IRS rulings on similar transactions involving debt interests issued by a trust with terms similar to
those of the notes. As a result, the IRS may disagree with all or a part of the discussion below. No ruling on any of the issues
discussed below will be sought from the IRS.

Tax Characterization of the Trust

         Mayer Brown LLP is of the opinion that the trust will not be an association (or publicly traded partnership) taxable
as a corporation for federal income tax purposes. This opinion is based on the assumption of compliance by all parties with
the terms of the trust agreement and related documents.

     If the trust were taxable as a corporation for federal income tax purposes, the trust would be subject to corporate income tax
on its taxable income. The trust’s taxable income would include all its income on the receivables, possibly reduced by its
interest expense on the notes. Any corporate income tax imposed on the trust could materially reduce cash available to make
payments on the notes, and holders of any notes not considered debt for federal income tax purposes could be liable for any tax
that is unpaid by the trust.

Tax Consequences to Holder of the Notes

     Treatment of the Notes as Indebtedness. The trust will agree, and if you purchase notes, you will agree by your purchase of
the notes, to treat the notes as debt for federal, state and local income and franchise tax purposes. Mayer Brown LLP is of the
opinion that the notes will be classified as debt for federal income tax purposes. This opinion is based on Mayer Brown LLP’s
examination of this prospectus, the indenture and such other documents, instruments and information Mayer Brown LLP
considered necessary. The discussion below assumes the notes are classified as debt for federal income tax purposes.

       OID, Indexed Securities, etc. The discussion below assumes that all payments on the notes are denominated in U.S. dollars,
and that the notes are not indexed securities or strip notes. If any notes that are not denominated in U.S. dollars or are indexed
securities or strip notes are issued, additional disclosure will appear in the related prospectus supplement. Additionally, the
discussion assumes that the interest formula for the notes meets the requirements for “qualified stated interest” under Treasury
regulations (the “OID Regulations”) relating to original issue discount (“OID”). This discussion assumes that any OID on the
notes is a de minimis amount, within the meaning of the OID Regulations. Under the OID Regulations, the notes will have OID
to the extent the principal amount of the notes exceeds their issue price. Further, if the notes have any OID, it will be de minimis
if it is less than 0.25% of the principal amount of the notes multiplied by the number of full years included in their term. If these
conditions are not satisfied for any given series of notes and as a result the notes are treated as issued with OID, additional tax
considerations for these notes will be disclosed in the applicable prospectus supplement.

    Based on the above assumptions, except as discussed below, the notes will not be considered issued with OID. If you buy
notes you will be required to report as ordinary interest income the stated interest on the notes when received or accrued in
accordance with your method of tax accounting. Under the OID Regulations, if you hold a note issued with a de minimis amount

                                                                67
of OID, you must include this OID in income, on a pro rata basis, as principal payments are made on the note. If you purchase a
note in the secondary market for more or less than its principal amount, you generally will be subject, respectively, to the
premium amortization or market discount rules of the Code.

     If you have purchased a note that has a fixed maturity date of not more than one year from the issue date of the note (a
“Short-Term Note”) you may be subject to special rules. Under the OID Regulations, all stated interest on a Short-Term Note
will be treated as OID. If you are an accrual basis holder of a Short-Term Note or a cash basis holder specified in Section 1281
of the Code, including regulated investment companies, you will generally be required to report interest income as OID accrues
on a straight-line basis over the term of each interest period. If you are a cash basis holder of a Short-Term Note other than
those specified in Section 1281 of the Code, you will, in general, be required to report interest income as interest is paid, or, if
earlier, upon the taxable disposition of the Short-Term Note. However, if you are a cash basis holder of a Short-Term Note
reporting interest income as it is paid, you may be required to defer a portion of any interest expense otherwise deductible on
indebtedness incurred to purchase or carry the Short-Term Note. This interest expense would be deferred until the taxable
disposition of the Short-Term Note. If you are a cash basis taxpayer, you may elect under Section 1281 of the Code to accrue
interest income on all non-government debt obligations with a term of one year or less. If you have so elected, you would
include OID on the Short-Term Note in income as it accrues, but you would not be subject to the interest expense deferral rule.
Special rules not discussed in this summary apply to a Short-Term Note purchased for more or less than its principal amount.

     Sale or Other Disposition of Notes. Upon the sale of a note, a noteholder will recognize gain or loss in an amount equal to
the difference between the amount realized on the sale and the noteholder’s adjusted basis in the note. The adjusted tax basis of a
note will equal the noteholder’s cost for the note, increased by any market discount, OID and gain previously included in the
noteholder’s income with respect to the note and decreased by the amount of premium, if any, previously amortized and by the
amount of principal payments previously received on the note. Any gain or loss will be capital gain or loss, except for gain
representing accrued interest and accrued market discount not previously included in income. Capital losses generally may be
used by a corporate taxpayer only to offset capital gains, and by an individual taxpayer only to the extent of capital gains plus
$3,000 of other income. In the case of an individual taxpayer, any capital gain on the sale of a note will be taxed at the
taxpayer’s ordinary income tax rate if the note is held for not more than 12 months and at the taxpayer’s maximum capital gains
rate if the note is held for more than 12 months.

     Foreign Holders. If you are a nonresident alien, foreign corporation or other non-U.S. person (a “Foreign Person”), any
interest paid to or accrued by you (including OID) generally will be considered “portfolio interest” and generally will not be
subject to U.S. federal income tax and withholding tax provided that the income is not effectively connected with your conduct
of a trade or business carried on in the United States and:

         (i)    you do not actually or constructively own 10% or more of the total combined voting power of all classes of
                stock of us or the trust;

        (ii)    you are not a controlled foreign corporation that is related to us or the trust through stock ownership;

        (iii)   you are not a bank whose receipt of interest on a note is described in section 881(c)(3)(A) of the Code; and

        (iv)    the interest is not contingent interest described in section 871(h)(4) of the Code.

     To qualify for this exemption from taxation, you, or a financial institution holding the note on your behalf, must provide, in
accordance with specified procedures, a paying agent of the trust with a statement to the effect that you are not a U.S. person.
Currently these requirements will be met if you provide your name and address, and certify, under penalties of perjury, that you
are not a U.S. person (which certification may be made on an IRS Form W-8BEN or substantially similar form), or if a financial
institution holding the note on your behalf certifies, under penalties of perjury, that the required statement has been received by
it and furnishes a paying agent with a copy of the statement.

    If you are a Foreign Person and interest paid or accrued to you is not “portfolio interest,” then it will be subject to a 30%
withholding tax unless you provide the trust or its paying agent, as the case may be, with a properly executed:

    •      IRS Form W-8BEN, claiming an exemption from withholding tax or a reduction in withholding tax under the
           benefit of a tax treaty; or

    •      IRS Form W-8ECI, stating that interest paid on the note is not subject to withholding tax because it is effectively
           connected with your conduct of a trade or business in the United States.


                                                                  68
     If you are a Foreign Person engaged in a trade or business in the United States and interest on the note is effectively
connected with your conduct of the trade or business, although you will be exempt from the withholding tax discussed above,
you will be subject to U.S. federal income tax on interest on a net income basis in the same manner as if you were a U.S. person.
In addition if you are a foreign corporation, you may be subject to a branch profits tax equal to 30%, or lower treaty rate, of your
effectively connected earnings and profits for the taxable year, subject to adjustments.

     If you are a Foreign Person, any capital gain realized by you on the sale, redemption, retirement or other taxable disposition
of a note by you will be exempt from U.S. federal income and withholding tax; provided that:

    •    the gain is not effectively connected to your conduct of a trade or business in the United States; and

    •    if you are an individual Foreign Person, you have not been present in the United States for 183 days or more in the
         taxable year.

     Backup Withholding. If you are not an exempt holder, including a corporation, tax-exempt organization, qualified pension
and profit-sharing trust, individual retirement account or non-resident alien who provides certification as to status as a non-
resident, you will be required to provide, under penalties of perjury, a certificate containing your name, address, correct federal
taxpayer identification number and a statement that you are not subject to backup withholding. If you are not an exempt holder
and fail to provide the required certification, the trust will be required to withhold a percentage (currently at a rate of 28%) of the
amount otherwise payable to you, and remit the withheld amount to the IRS as a credit against your federal income tax liability.
Information returns will be sent annually to the IRS and to you setting forth the amount of interest paid on the notes owned by
you and the amount of tax withheld on those payments.

     Newly Enacted United States Legislation. Congress recently enacted legislation that significantly changes the reporting
requirements imposed on certain non-U.S. persons, including certain foreign financial institutions and investment funds. In
general, a 30% withholding tax could be imposed on payments made to any such non-U.S. person unless such non-U.S.
person complies with certain reporting requirements regarding its direct and indirect U.S. shareholders and/or U.S.
accountholders. Such withholding could apply to payments regardless of whether they are made to such non-U.S. person in
its capacity as a holder of a note or in a capacity of holding a note for the account of another. These rules generally would
apply to payments made after December 31, 2012 (subject to certain IRS guidance suggesting that collecting of this
withholding tax may be suspended for payments made prior to January 1, 2014), but would exempt from withholding
payment on, or proceeds in respect of, debt instruments outstanding on the date two years after the date of enactment (March
18, 2010). The scope and application of this legislation are unclear because regulations interpreting the legislation have not
yet been promulgated. As a result, potential investors are encouraged to consult with their tax advisors regarding the possible
implications of this legislation on an investment in the notes.

     Recently enacted legislation generally imposes an additional tax of 3.8% on the “net investment income” of certain
individuals, trusts and estates for taxable years beginning after December 31, 2012. Among other items, net investment
income generally includes gross income from interest and net gain attributable to the disposition of certain property, less
certain deductions. Holders should consult their own tax advisors regarding the possible implications of this legislation in
their particular circumstances.

     Possible Alternative Treatments of the Notes. If, contrary to the opinion of Mayer Brown LLP, the IRS successfully
asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity
interests in the trust. In this case, the trust would be treated as a partnership and may be treated as a publicly traded partnership
taxable as a corporation. Also, even if such a partnership was not treated as a publicly traded partnership taxable as a
corporation, treatment of the notes as equity interests in a partnership could have adverse tax consequences to you. For example,
if you are a foreign person, income to you might be subject to U.S. tax and U.S. tax return filing and withholding requirements,
and if you are an individual holder, you might be subject to certain limitations on your ability to deduct your share of trust
expenses.

                                                    Trust Tax Consequences

     The above discussion does not address the tax treatment of the trust, notes, or holders of any notes issued by an issuing
entity under any state or local tax laws, which may differ materially from the federal income tax treatment of such persons and
instruments. The activities undertaken by and on behalf of the bank in originating the underlying accounts and receivables and
the servicer in servicing and collecting the accounts and receivables will take place throughout the United States and, therefore,
may give rise to a taxable nexus where the bank and servicer carry on their activities and where the obligors on the accounts are


                                                                69
located. Accordingly, many different tax regimes may apply to the trust and the holders of the notes including the jurisdictions
in which the holder is taxable, the bank and servicer carry on their activities, and the obligors on the accounts and receivables are
located. Noteholders are urged to consult their own tax advisors with respect to state and local tax treatment of the trust, as well
as any state and local tax consequences arising out of the purchase, ownership and disposition of notes.

                                                     ERISA Considerations

     The prospectus supplement for each series of notes will specify whether the notes offered by that prospectus supplement are
eligible for purchase by employee benefit plans.

     Section 406 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 4975 of the
Code prohibit a pension, profit-sharing or other employee benefit plan that is subject to Title I of ERISA, as well as an
individual retirement account, Keogh plan or other plan covered by Section 4975 of the Code or an entity deemed to hold “plan
assets” of any of the foregoing (each a “benefit plan”), from engaging in specified transactions with persons that are “parties in
interest” under ERISA or “disqualified persons” under the Code with respect to these benefit plans. A violation of these
“prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for these
persons. Title I of ERISA also requires that fiduciaries of a benefit plan subject to ERISA make investments that are prudent,
diversified (unless clearly prudent not to do so), and in accordance with the governing plan documents.

     Some transactions involving the purchase, holding or transfer of the notes might be deemed to constitute or result in
prohibited transactions under ERISA and Section 4975 of the Code if assets of the trust were deemed to be assets of a benefit
plan. Under a regulation issued by the United States Department of Labor (as modified by Section 3(42) or ERISA (the
“regulation”)), the assets of the trust would be treated as plan assets of a benefit plan for the purposes of ERISA and the Code
only if the benefit plan acquires an “equity interest” in the trust and none of the exceptions contained in the regulation are
applicable. An equity interest is defined under the regulation as an interest in an entity other than an instrument which is treated
as indebtedness under applicable local law and which has no substantial equity features. Although there can be no assurances in
this regard, it appears that, at the time of their issuance, the notes should be treated as debt without substantial equity features for
purposes of the regulation. This determination is based upon the traditional debt features of the notes, including the reasonable
expectation of the purchasers of the notes that the notes will be repaid when due, traditional default remedies, as well as the
absence of conversion rights and other typical equity features. The debt characterization of the notes for ERISA purposes could
change after their issuance if the trust incurs losses. This risk of recharacterization is greater for classes of notes that are
subordinated to other classes of notes.

     However, without regard to whether the notes are treated as an equity interest for these purposes, the acquisition, holding or
disposition of the notes by or on behalf of benefit plans could be considered to give rise to a prohibited transaction if we, the
trust, the underwriters, the owner trustee, the servicer, the administrator, a counterparty to a derivative contract or the indenture
trustee, is or becomes a party in interest or a disqualified person with respect to these benefit plans. In that case, various
exemptions from the prohibited transaction rules could be applicable depending on the type and circumstances of the benefit
plan fiduciary making the decision to acquire a note. Included among these exemptions are:

    •    Prohibited Transaction Class Exemption 96-23, regarding transactions effected by “in-house asset managers”;

    •    Prohibited Transaction Class Exemption 95-60, regarding transactions effected by “insurance company general
         accounts”;

    •    Prohibited Transaction Class Exemption 91-38, regarding investments by bank collective investment funds;

    •    Prohibited Transaction Class Exemption 90-1, regarding investments by insurance company pooled separate
         accounts; and

    •    Prohibited Transaction Class Exemption 84-14, regarding transactions effected by “qualified professional asset
         managers.”

    In addition to the class exemptions listed above, the Pension Protection Act of 2006 provides a statutory exemption under
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a benefit plan and a
person or entity that is a party in interest to such benefit plan solely by reason of providing services to the benefit plan (other
than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders
investment advice with respect to the assets of the benefit plan involved in the transaction), provided that there is adequate
consideration for the transaction. Even if the conditions specified in one or more of these exceptions are met, the scope of relief

                                                                 70
provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can
be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving
the notes and prospective purchasers that are benefit plans should consult with their advisors regarding the applicability of any
such exemption.

     By your acquisition of a note, you will be deemed to represent and warrant that either (i) your purchase and holding of a
note is not with the assets of a benefit plan or other plan that is subject to any applicable law that is substantially similar to
ERISA or Section 4975 of the Code or (ii) your purchase and holding of the note will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law. Benefit plans
may not acquire the notes at any time that the notes do not have a current investment grade rating from a nationally recognized
statistical rating agency.

     Employee benefit plans that are governmental plans, as defined in Section 3(32) of ERISA, and certain church plans, as
defined in Section 3(33) of ERISA, are not subject to ERISA requirements, but may be subject to state or other federal law
requirements which may impose restrictions similar to those under ERISA and the Code discussed above.

     If you are a benefit plan fiduciary considering the purchase of any of the notes, we encourage you to consult your tax and
legal advisors regarding whether the assets of the trust would be considered plan assets, the possibility of exemptive relief from
the prohibited transaction rules and other issues and their potential consequences.

                                                      Plan of Distribution

     Subject to the terms and conditions set forth in an underwriting agreement to be entered into with respect to each series of
notes, we will sell the notes to each of the underwriters named in that underwriting agreement and in the accompanying
prospectus supplement, and each of those underwriters will severally agree to purchase from the trust, the principal amount of
notes set forth in that underwriting agreement and in the accompanying prospectus supplement, subject to proportional
adjustment on the terms and conditions set forth in the related underwriting agreement in the event of an increase or decrease in
the aggregate amount of notes offered by this prospectus and by the accompanying prospectus supplement.

    In each underwriting agreement, the several underwriters will agree, subject to the terms and conditions set forth in that
underwriting agreement, to purchase all the notes offered by this prospectus and by the accompanying prospectus supplement if
any of those notes are purchased. In the event of a default by any underwriter, each underwriting agreement will provide that, in
specified circumstances, purchase commitments of the nondefaulting underwriters may be increased or the underwriting
agreement may be terminated.

     We may retain, or one of our affiliates may purchase, notes of a series or class upon initial issuance and may sell them on a
subsequent date. Offers to purchase notes may be solicited directly by such affiliate and sales may be made by such affiliate to
institutional investors or others deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, with
respect to any resale of the securities. Any underwriter or agent that offers the notes may be an affiliate of the depositor and
offers and sales of notes may include secondary market transactions by affiliates of the depositor. These affiliates may act as
principal or agent in secondary market transactions. Secondary market transactions will be made at prices related to prevailing
market prices at the time of sale.

     Each prospectus supplement will set forth the price at which each series of notes or class being offered initially will be
offered to the public and any concessions that may be offered to dealers participating in the offering of those notes. After the
initial public offering, the public offering price and those concessions may be changed.

    Each underwriting agreement will provide that the transferor and RFS Holding, Inc. will indemnify the related underwriters
against specified liabilities, including liabilities under the Securities Act of 1933.

    The place and time of delivery for any series of notes in respect of which this prospectus is delivered will be set forth in the
accompanying prospectus supplement.

                                                    Reports to Noteholders

     We will cause the servicer to prepare monthly and annual reports that will contain information about the trust. The financial
information contained in the reports will not be prepared in accordance with generally accepted accounting principles. Unless
and until definitive notes are issued, the reports will be sent to Cede & Co. which is the nominee of The Depository Trust


                                                               71
Company and the registered holder of the notes. No financial reports will be sent to you. See “Description of the Notes—Book-
Entry Registration” and “The Servicers—Evidence as to Servicer’s Compliance” in this prospectus.

     Noteholders of each series issued by the trust will receive reports with information on the series and the trust. The indenture
trustee will forward to each noteholder of record a report, prepared by the servicer, for its series on the payment dates for that
series. The report will contain the information specified in the related prospectus supplement. If a series has multiple classes,
information will be provided for each class, as specified in the related prospectus supplement.

    Periodic information to noteholders generally will include:

    •    the total amount distributed;

    •    the amount of principal and interest for distribution;

    •    collections of transferred principal receivables and finance charge receivables allocated to the trust and each series
         of notes;

    •    the aggregate amount of transferred principal receivables and the Note Trust Principal Balance;

    •    the collateral amount and the collateral amount as a percentage of the Note Trust Principal Balance;

    •    the aggregate outstanding balance of accounts broken out by delinquency status;

    •    the aggregate defaults and dilution allocated to the series;

    •    the amount of reductions, if any, to the collateral amount due to defaulted receivables and dilution allocated to the
         series and any reimbursements of previous reductions to the collateral amount;

    •    the monthly servicing fee for that series;

    •    the amount available under the credit enhancement, if any, for the series or each class of the series;

    •    the base rate and portfolio yield, each as defined in the related prospectus supplement for the series;

    •    if the series or a class of the series bears interest at a floating or variable rate, information relating to that rate;

    •    for any payment date during a funding period, the remaining balance in the prefunding account; and

    •    for the first payment date that is on or immediately following the end of a funding period, the amount of any
         remaining balance in the prefunding account that has not been used to fund the purchase of receivables and is being
         paid as principal on the notes.

     The trust will also provide to each person who at any time during the preceding calendar year was a noteholder of record a
statement containing the information that is required to enable the noteholders to prepare their federal, state and other income tax
returns.

     If required under the Trust Indenture Act of 1939, the indenture trustee will be required to mail to the noteholders each year
a brief report relating to any change in its eligibility and qualification to continue as indenture trustee under the indenture, any
change in the property and funds physically held by the indenture trustee and any action it took that materially affects the notes
and that has not been previously reported. If none of the events described in the preceding sentence occurred during the previous
12 months, no report will be required to be delivered.

                                            Where You Can Find More Information

     We filed a registration statement relating to the notes with the SEC. This prospectus is part of the registration statement, but
the registration statement includes additional information.




                                                                  72
    We will file with the SEC all required annual reports on Form 10-K, monthly distribution reports on Form 10-D and current
reports on Form 8-K and other information about the trust under the Central Index Key (CIK) number 0001290098. The reports
described under “The Servicers—Evidence as to Servicer’s Compliance” will be filed as exhibits to our annual report on
Form 10-K.

     You may read and copy any reports, statements or other information we file at the SEC’s public reference room at 100 F
Street, N.E., Washington, D.C. 20549 on official business days between the hours of 10:00 am and 3:00 pm. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at (800) SEC-0330 for
further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC
Internet site (http://www.sec.gov).

     The SEC allows us to “incorporate by reference” information we file with it, which means that we can disclose important
information to you by referring you to those documents. The information incorporated by reference is considered to be part of
this prospectus. In all cases, you should rely on the later information over different information included in this prospectus or the
accompanying prospectus supplement. We incorporate by reference any future current reports on Form 8-K filed by us as
depositor on behalf of the trust until we terminate our offering of the notes.

     As a recipient of this prospectus, you may request a copy of any document we incorporate by reference, except exhibits to
the documents—unless the exhibits are specifically incorporated by reference—at no cost, by writing or calling us care of: GE
Capital Retail Bank, 170 West Election Road, Suite 125, Draper, Utah 84020, Telephone: 801-816-4764.

    The trust’s annual reports on Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K, and
amendments to those reports filed with, or otherwise furnished to, the SEC will not be made available on the sponsor’s website
because those reports are made available to the public on the SEC Internet site as described above and are available, at no cost,
by writing or calling us as described in the immediately preceding paragraph. Monthly reports to noteholders are currently made
available as soon as reasonably practicable after filing with the SEC at www.ge.com/abs through the link to GE Capital Credit
Card Master Note Trust.

                                                Forward-Looking Statements

     This prospectus, the accompanying prospectus supplement and the information incorporated by reference in this prospectus
and the accompanying prospectus supplement include forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on
our beliefs and expectations and on information currently available to us. Forward-looking statements include information
concerning our or the trust’s possible or assumed future financial condition or results of operations and statements preceded by,
followed by or that include the words “believes”, “expects”, “anticipates”, “intends”, “plans”, “estimates” or similar expressions.

     Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those
expressed in these forward-looking statements. Factors that could cause actual results to differ from these forward-looking
statements include, but are not limited to, those discussed elsewhere in this prospectus, the accompanying prospectus supplement
and the documents incorporated by reference in this prospectus. You should not put undue reliance on any forward-looking
statements, which speak only as of the date they were made. We do not have any intention or obligation to update forward-
looking statements after the distribution of this prospectus.




                                                               73
                                              Glossary of Terms for Prospectus

    “Aggregate Principal Receivables” at any time will equal:

    (a)    the total amount of transferred principal receivables, after giving effect to any discounting to treat a portion of
           transferred principal receivables as finance charge receivables; plus

    (b)    the principal amount of any other participation interest that we transfer to the trust.

    “Code” means the Internal Revenue Code of 1986, as amended.

    “Free Equity Amount” means, on any date, the result of:

    (1)    the Note Trust Principal Balance on that date; minus

    (2)    the aggregate of the collateral amounts of all outstanding series of notes; plus

    (3)    the amount of principal collections on deposit in any trust account that will be applied to pay the principal amount
           of the notes of any series on the following payment date, to the extent not deducted for the purpose of determining
           the collateral amount for the related series.

    “Hired Agency” means each rating agency hired by the sponsor to rate the notes issued by the trust.

     “Minimum Free Equity Amount” will be calculated as the product of (a) the highest Required Retained Transferor
Percentage specified in the prospectus supplement for any series, multiplied by (b) the Aggregate Principal Receivables. Unless
otherwise specified in the prospectus supplement for your series, the Required Retained Transferor Percentage for your series
will be 0%.

     “Monthly Period” means each period beginning on and including the 22nd day of a calendar month and ending on and
including the 21st day of the following calendar month.

    “Note Trust Principal Balance” at any time will equal:

    (a)    the Aggregate Principal Receivables; plus

    (b)    the amount on deposit in the excess funding account, excluding any investment earnings.

    “Rating Agency Condition” means obtaining such approvals or confirmations, or providing such notices, as may be
required by any indenture supplement, and such term will be more specifically defined with respect to any series in the
prospectus supplement for such series.

     “Required Principal Balance” means, on any date of determination, the sum of the numerators used to calculate the
allocation percentages for principal collections for all outstanding series of notes on that date of determination.




                                                                74
                                                                                                                           Annex I

                                               Global Clearance, Settlement and
                                                Tax Documentation Procedures

     Except in certain limited circumstances, the globally offered GE Capital Credit Card Master Note Trust Asset Backed Notes
(the “global securities”) to be issued in series from time to time will be available only in book-entry form. Investors in the global
securities may hold those global securities through any of The Depository Trust Company, Clearstream or Euroclear. The global
securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

     Secondary market trading between investors holding global securities through Clearstream and Euroclear will be conducted
in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional
eurobond practice—i.e., seven calendar day settlement.

    Secondary market trading between investors holding global securities through DTC will be conducted according to the rules
and procedures applicable to U.S. corporate debt obligations.

     Secondary cross-market trading between Clearstream or Euroclear and DTC participants holding notes will be effected on a
delivery-against-payment basis through the respective depositaries of Clearstream and Euroclear, in that capacity, and as DTC
participants.

    Non-U.S. holders of global securities will be subject to U.S. withholding taxes unless those holders meet certain
requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants.

Initial Settlement

     All global securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’
interests in the global securities will be represented through financial institutions acting on their behalf as direct and indirect
participants in DTC. As a result, Clearstream and Euroclear will hold positions on behalf of their participants through their
respective depositaries, which in turn will hold those positions in accounts as DTC participants.

     Investors electing to hold their global securities through DTC (other than through accounts at Clearstream or Euroclear) will
follow the settlement practices applicable to U.S. corporate debt obligations. Investor securities custody accounts will be
credited with their holdings against payment in same-day funds on the settlement date.

    Investors electing to hold their global securities through Clearstream or Euroclear accounts will follow the settlement
procedures applicable to conventional eurobonds in registered form. Global securities will be credited to the securities custody
accounts on the settlement date against payment for value on the settlement date.

Secondary Market Trading

    Because the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the
purchaser’s and transferor’s accounts are located to ensure that settlement can be made on the desired value date.

    Trading between DTC Participants. Secondary market trading between DTC participants, other than the depositaries for
Clearstream and Euroclear, will be settled using the procedures applicable to U.S. corporate debt obligations in same-day funds.

    Trading between Clearstream customers and/or Euroclear participants. Secondary market trading between Clearstream
customers and/or Euroclear participants will be settled using the procedures applicable to conventional eurobonds in same-day
funds.

     Trading between DTC seller and Clearstream customer or Euroclear purchaser. When global securities are to be
transferred from the account of a DTC participant—other than the depositaries for Clearstream and Euroclear—to the account of
a Clearstream customer or a Euroclear participant, the purchaser must send instructions to Clearstream prior to 12:30 p.m. on the
settlement date. Clearstream or Euroclear, as the case may be, will instruct the respective depositary to receive the global
securities for payment. Payment will then be made by the respective depositary, as the case may be, to the DTC participant’s
account against delivery of the global securities. After settlement has been completed, the global securities will be credited to the
respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream customer’s or
Euroclear participant’s account. Credit for the global securities will appear the next day (European time) and the cash debit will
be back-valued to, and the interest on the global securities will accrue from, the value date, which would be the preceding day
when settlement occurred in New York. If settlement is not completed on the intended value date (i.e., the trade fails), the
Clearstream or Euroclear cash debit will be valued instead as of the actual settlement date.

     Clearstream customers and Euroclear participants will need to make available to the respective clearing systems the funds
necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either
from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear until the global securities are credited to their
accounts one day later.

     As an alternative, if Clearstream or Euroclear has extended a line of credit to them, Clearstream customers or Euroclear
participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this
procedure, Clearstream customers or Euroclear participants purchasing global securities would incur overdraft charges for one
day, assuming they cleared the overdraft when the global securities were credited to their accounts. However, interest on the
global securities would accrue from the value date. Therefore, in many cases the investment income on the global securities
earned during that one-day period may substantially reduce or offset the amount of such overdraft charges, although this result
will depend on each Clearstream customer’s or Euroclear participant’s particular cost of funds.

     Since the settlement is taking place during New York business hours, DTC participants can employ their usual procedures
for sending global securities to the respective European depositary for the benefit of Clearstream customers or Euroclear
participants. The sale proceeds will be available to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently from a trade between two DTC participants.

     Trading between Clearstream or Euroclear seller and DTC purchaser. Due to time zone differences in their favor,
Clearstream customers and Euroclear participants may employ their customary procedures for transactions in which global
securities are to be transferred by the respective clearing system, through the respective European depositary, to another DTC
participant. The seller will send instructions to Clearstream before 12:30 p.m. on the settlement date. In these cases, Clearstream
or Euroclear will instruct the respective European depositary, as appropriate, to credit the global securities to the DTC
participant’s account against payment. The payment will then be reflected in the account of the Clearstream customer or
Euroclear participant the following day, and receipt of the cash proceeds in the Clearstream customer’s or Euroclear
participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in
New York. If the Clearstream customer or Euroclear participant has a line of credit with its respective clearing system and elects
to draw on such line of credit in anticipation of receipt of the sale proceeds in its account, the back-valuation may substantially
reduce or offset any overdraft charges incurred over that one-day period. If settlement is not completed on the intended value
date (i.e., the trade fails), receipt of the cash proceeds in the Clearstream customer’s or Euroclear participant’s account would
instead be valued as of the actual settlement date.

Certain U.S. Federal Income Tax Documentation Requirements

     A beneficial owner of global securities holding securities through Clearstream, Euroclear or through DTC—if the holder has
an address outside the U.S.—will be subject to the U.S. withholding tax (currently imposed at a rate of 30%) that generally
applies to payments of interest, including original issue discount, on registered debt issued by U.S. Persons, unless (i) each
clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business
in the chain of intermediaries between the beneficial owner and the U.S. entity required to withhold tax complies with applicable
certification requirements and (ii) the beneficial owner provides the appropriate certification for obtaining an exemption or
reduced tax rate. See “Federal Income Tax Consequences” in this prospectus.
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                       GE Capital Credit Card Master Note Trust
                                                     Issuing Entity

                                          RFS Holding, L.L.C.
                                                       Depositor

                                        GE Capital Retail Bank
                                                        Sponsor

                                   Series 2012-1 Asset Backed Notes


                                             Prospectus Supplement
                                           Underwriters of the Class A notes

BofA Merrill Lynch                                                                                               RBS
J.P. Morgan
                   Mitsubishi UFJ Securities
                                                          TD Securities
                                                                                   Williams Capital Group, L.P.
     You should rely only on the information contained or incorporated by reference in this prospectus supplement and
the accompanying prospectus. We have not authorized anyone to provide you with different information.
    We are not offering the notes in any state where the offer is not permitted.
     We do not claim the accuracy of the information in this prospectus supplement and the accompanying prospectus
as of any date other than the dates stated on their respective covers.
     Dealers will deliver a prospectus supplement and prospectus when acting as underwriters of the notes and with
respect to their unsold allotments or subscriptions. In addition, until the date which is 90 days after the date of this
prospectus supplement, all dealers selling the notes will deliver a prospectus supplement and prospectus. Such delivery
obligation may be satisfied by filing the prospectus supplement and prospectus with the Securities and Exchange
Commission.

				
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